Exhibit 10.1


 


EXECUTION COPY


 




 





$400,000,000


THREE-YEAR CREDIT AGREEMENT


 


AMONG


 


AON CORPORATION,


as Borrower,


 


THE LENDERS,


 


CITIBANK, N.A.,


as Administrative Agent,


 


JPMORGAN CHASE BANK, N.A.,

as Syndication Agent,


 


and


 


ROYAL BANK OF CANADA,


THE ROYAL BANK OF SCOTLAND PLC


and


WELLS FARGO BANK, NATIONAL
ASSOCIATION,


as Documentation Agents


 


DATED AS OF


 


December 4, 2009


 




 





CITIGROUP GLOBAL MARKETS INC.,


and


J.P. MORGAN SECURITIES INC.,

as Joint Lead Arrangers and Joint Book Managers


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I DEFINITIONS

  	
   

  	
  1

  
	
  ARTICLE II THE CREDITS

  	
   

  	
  13

  
	
  2.1.

  	
   

  	
  Commitment

  	
   

  	
  13

  
	
  2.2.

  	
   

  	
  Required
  Payments

  	
   

  	
  13

  
	
  2.3.

  	
   

  	
  Ratable Loans

  	
   

  	
  13

  
	
  2.4.

  	
   

  	
  Types of
  Advances

  	
   

  	
  14

  
	
  2.5.

  	
   

  	
  Facility Fee;
  Reductions in Aggregate Commitment

  	
   

  	
  14

  
	
  2.6.

  	
   

  	
  Minimum Amount
  of Each Advance

  	
   

  	
  14

  
	
  2.7.

  	
   

  	
  Optional
  Principal Payments

  	
   

  	
  14

  
	
  2.8.

  	
   

  	
  Method of
  Selecting Types and Interest Periods for New Advances

  	
   

  	
  14

  
	
  2.9.

  	
   

  	
  Conversion and
  Continuation of Outstanding Advances

  	
   

  	
  15

  
	
  2.10.

  	
   

  	
  Changes in
  Interest Rate, etc.

  	
   

  	
  15

  
	
  2.11.

  	
   

  	
  Rates Applicable
  After Default

  	
   

  	
  16

  
	
  2.12.

  	
   

  	
  Method of
  Payment

  	
   

  	
  16

  
	
  2.13.

  	
   

  	
  Noteless
  Agreement; Evidence of Indebtedness

  	
   

  	
  16

  
	
  2.14.

  	
   

  	
  Telephonic
  Notices

  	
   

  	
  17

  
	
  2.15.

  	
   

  	
  Interest Payment
  Dates; Interest and Fee Basis

  	
   

  	
  17

  
	
  2.16.

  	
   

  	
  Notification of
  Advances, Interest Rates, Prepayments and Commitment Reductions

  	
   

  	
  18

  
	
  2.17.

  	
   

  	
  Lending
  Installations

  	
   

  	
  18

  
	
  2.18.

  	
   

  	
  Non-Receipt of
  Funds by the Administrative Agent

  	
   

  	
  18

  
	
  2.19.

  	
   

  	
  Increase in the
  Aggregate Commitments

  	
   

  	
  19

  
	
  2.20.

  	
   

  	
  Replacement of
  Lender

  	
   

  	
  20

  
	
  2.21.

  	
   

  	
  Defaulting
  Lenders

  	
   

  	
  21

  
	
  ARTICLE III YIELD PROTECTION; TAXES

  	
   

  	
  21

  
	
  3.1.

  	
   

  	
  Yield Protection

  	
   

  	
  21

  
	
  3.2.

  	
   

  	
  Changes in
  Capital Adequacy Regulations

  	
   

  	
  22

  
	
  3.3.

  	
   

  	
  Availability of
  Types of Advances

  	
   

  	
  23

  
	
  3.4.

  	
   

  	
  Funding
  Indemnification

  	
   

  	
  23

  
	
  3.5.

  	
   

  	
  Taxes

  	
   

  	
  23

  
	
  3.6.

  	
   

  	
  Lender
  Statements; Survival of Indemnity

  	
   

  	
  25

  
	
  ARTICLE IV CONDITIONS PRECEDENT

  	
   

  	
  25

  
	
  4.1.

  	
   

  	
  Effectiveness

  	
   

  	
  25

  
	
  4.2.

  	
   

  	
  Each Credit
  Extension

  	
   

  	
  27

  
	
  4.3.

  	
   

  	
  Each Commitment
  Increase

  	
   

  	
  27

  
	
  ARTICLE V REPRESENTATIONS AND WARRANTIES

  	
   

  	
  27

  
	
  5.1.

  	
   

  	
  Corporate
  Existence and Standing

  	
   

  	
  27

  
	
  5.2.

  	
   

  	
  Authorization
  and Validity

  	
   

  	
  28

  
	
  5.3.

  	
   

  	
  Compliance with
  Laws and Contracts

  	
   

  	
  28

  
	
  5.4.

  	
   

  	
  Governmental
  Consents

  	
   

  	
  28

  
	
  5.5.

  	
   

  	
  Financial
  Statements

  	
   

  	
  29

  
	
  5.6.

  	
   

  	
  Material Adverse
  Change

  	
   

  	
  29

  
	
  5.7.

  	
   

  	
  Taxes

  	
   

  	
  29

  
	
  5.8.

  	
   

  	
  Litigation and
  Contingent Obligations

  	
   

  	
  29

  



 


i

















 


	
  5.9.

  	
   

  	
  ERISA

  	
   

  	
  29

  
	
  5.10.

  	
   

  	
  Defaults

  	
   

  	
  30

  
	
  5.11.

  	
   

  	
  Regulation U

  	
   

  	
  30

  
	
  5.12.

  	
   

  	
  Investment
  Company

  	
   

  	
  30

  
	
  5.13.

  	
   

  	
  Ownership of
  Properties

  	
   

  	
  30

  
	
  5.14.

  	
   

  	
  Material
  Agreements

  	
   

  	
  30

  
	
  5.15.

  	
   

  	
  Environmental
  Laws

  	
   

  	
  31

  
	
  5.16.

  	
   

  	
  Insurance

  	
   

  	
  31

  
	
  5.17.

  	
   

  	
  Insurance
  Licenses

  	
   

  	
  31

  
	
  5.18.

  	
   

  	
  Disclosure

  	
   

  	
  31

  
	
  ARTICLE VI COVENANTS

  	
   

  	
  31

  
	
  6.1.

  	
   

  	
  Financial
  Reporting

  	
   

  	
  32

  
	
  6.2.

  	
   

  	
  Use of Proceeds

  	
   

  	
  33

  
	
  6.3.

  	
   

  	
  Notice of
  Default

  	
   

  	
  33

  
	
  6.4.

  	
   

  	
  Conduct of
  Business

  	
   

  	
  33

  
	
  6.5.

  	
   

  	
  Taxes

  	
   

  	
  34

  
	
  6.6.

  	
   

  	
  Insurance

  	
   

  	
  34

  
	
  6.7.

  	
   

  	
  Compliance with
  Laws

  	
   

  	
  34

  
	
  6.8.

  	
   

  	
  Maintenance of
  Properties

  	
   

  	
  34

  
	
  6.9.

  	
   

  	
  Inspection

  	
   

  	
  34

  
	
  6.10.

  	
   

  	
  Capital Stock
  and Dividends

  	
   

  	
  34

  
	
  6.11.

  	
   

  	
  Merger

  	
   

  	
  34

  
	
  6.12.

  	
   

  	
  Liens

  	
   

  	
  35

  
	
  6.13.

  	
   

  	
  Affiliates

  	
   

  	
  36

  
	
  6.14.

  	
   

  	
  Change in Fiscal
  Year

  	
   

  	
  36

  
	
  6.15.

  	
   

  	
  Inconsistent
  Agreements

  	
   

  	
  36

  
	
  6.16.

  	
   

  	
  Dispositions

  	
   

  	
  36

  
	
  6.17.

  	
   

  	
  Financial
  Covenants

  	
   

  	
  37

  
	
  6.18.

  	
   

  	
  ERISA

  	
   

  	
  37

  
	
  6.19.

  	
   

  	
  Indebtedness

  	
   

  	
  38

  
	
  ARTICLE VII DEFAULTS

  	
   

  	
  38

  
	
  7.1.

  	
   

  	
   

  	
   

  	
  38

  
	
  7.2.

  	
   

  	
   

  	
   

  	
  39

  
	
  7.3.

  	
   

  	
   

  	
   

  	
  39

  
	
  7.4.

  	
   

  	
   

  	
   

  	
  39

  
	
  7.5.

  	
   

  	
   

  	
   

  	
  39

  
	
  7.6.

  	
   

  	
   

  	
   

  	
  39

  
	
  7.7.

  	
   

  	
   

  	
   

  	
  39

  
	
  7.8.

  	
   

  	
   

  	
   

  	
  39

  
	
  7.9.

  	
   

  	
   

  	
   

  	
  40

  
	
  7.10.

  	
   

  	
   

  	
   

  	
  40

  
	
  7.11.

  	
   

  	
   

  	
   

  	
  40

  
	
  ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

  	
   

  	
  40

  
	
  8.1.

  	
   

  	
  Acceleration

  	
   

  	
  40

  
	
  8.2.

  	
   

  	
  Amendments

  	
   

  	
  40

  
	
  8.3.

  	
   

  	
  Preservation of
  Rights

  	
   

  	
  41

  



 


ii

















 


	
  ARTICLE IX GENERAL PROVISIONS

  	
   

  	
  41

  
	
  9.1.

  	
   

  	
  Survival of
  Representations

  	
   

  	
  41

  
	
  9.2.

  	
   

  	
  Governmental
  Regulation

  	
   

  	
  41

  
	
  9.3.

  	
   

  	
  Headings

  	
   

  	
  41

  
	
  9.4.

  	
   

  	
  Entire Agreement

  	
   

  	
  41

  
	
  9.5.

  	
   

  	
  Several
  Obligations; Benefits of this Agreement

  	
   

  	
  42

  
	
  9.6.

  	
   

  	
  Expenses;
  Indemnification

  	
   

  	
  42

  
	
  9.7.

  	
   

  	
  Numbers of
  Documents

  	
   

  	
  42

  
	
  9.8.

  	
   

  	
  Accounting

  	
   

  	
  43

  
	
  9.9.

  	
   

  	
  Severability of
  Provisions

  	
   

  	
  43

  
	
  9.10.

  	
   

  	
  Nonliability of
  Lenders

  	
   

  	
  43

  
	
  9.11.

  	
   

  	
  Confidentiality

  	
   

  	
  43

  
	
  9.12.

  	
   

  	
  Disclosure

  	
   

  	
  44

  
	
  9.13.

  	
   

  	
  USA PATRIOT ACT
  NOTIFICATION

  	
   

  	
  44

  
	
  ARTICLE X THE ADMINISTRATIVE AGENT

  	
   

  	
  44

  
	
  10.1.

  	
   

  	
  Authorization
  and Authority

  	
   

  	
  44

  
	
  10.2.

  	
   

  	
  Administrative
  Agent Individually

  	
   

  	
  44

  
	
  10.3.

  	
   

  	
  Duties of Administrative
  Agent; Exculpatory Provisions

  	
   

  	
  45

  
	
  10.4.

  	
   

  	
  Reliance by
  Administrative Agent

  	
   

  	
  46

  
	
  10.5.

  	
   

  	
  Delegation of
  Duties

  	
   

  	
  47

  
	
  10.6.

  	
   

  	
  Resignation of
  Administrative Agent

  	
   

  	
  47

  
	
  10.7.

  	
   

  	
  Non-Reliance on
  Administrative Agent and Other Lenders

  	
   

  	
  48

  
	
  10.8.

  	
   

  	
  Administrative
  Agent’s Reimbursement and Indemnification

  	
   

  	
  49

  
	
  10.9.

  	
   

  	
  No Other Duties,
  etc.

  	
   

  	
  49

  
	
  10.10.

  	
   

  	
  Fees

  	
   

  	
  49

  
	
  ARTICLE XI SETOFF; RATABLE PAYMENTS

  	
   

  	
  50

  
	
  11.1.

  	
   

  	
  Setoff

  	
   

  	
  50

  
	
  11.2.

  	
   

  	
  Ratable Payments

  	
   

  	
  50

  
	
  ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

  	
   

  	
  50

  
	
  12.1.

  	
   

  	
  Successors and
  Assigns

  	
   

  	
  50

  
	
  12.2.

  	
   

  	
  Participations

  	
   

  	
  51

  
	
  12.3.

  	
   

  	
  Assignments

  	
   

  	
  52

  
	
  12.4.

  	
   

  	
  Dissemination of
  Information

  	
   

  	
  53

  
	
  12.5.

  	
   

  	
  Tax Treatment

  	
   

  	
  53

  
	
  ARTICLE XIII NOTICES

  	
   

  	
  53

  
	
  13.1.

  	
   

  	
  Giving Notice

  	
   

  	
  53

  
	
  13.2.

  	
   

  	
  Change of
  Address

  	
   

  	
  55

  
	
  ARTICLE XIV COUNTERPARTS

  	
   

  	
  55

  
	
  ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

  	
   

  	
  55

  
	
  15.1.

  	
   

  	
  CHOICE OF LAW

  	
   

  	
  55

  
	
  15.2.

  	
   

  	
  CONSENT TO
  JURISDICTION

  	
   

  	
  55

  
	
  15.3.

  	
   

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  55

  



 


iii

















 


EXHIBITS


 


	
  Exhibit A

  	
   

  	
  Form of
  Note

  
	
  Exhibit B

  	
   

  	
  Form of
  Compliance Certificate

  
	
  Exhibit C

  	
   

  	
  Form of
  Assignment and Assumption Agreement

  



 


SCHEDULES


 


	
  Pricing Schedule

  	
   

  	
   

  
	
  Schedule 1

  	
   

  	
  Commitments

  



 


iv
















 


THREE-YEAR CREDIT AGREEMENT


 


This
Three-Year Credit Agreement, dated as of December 4, 2009, is among Aon
Corporation, a Delaware corporation, the Lenders (as defined below), and
Citibank, N.A., a national banking association, as Administrative Agent.


 


R  E  C  I
T  A  L  S:


 


A.                                   The Borrower has requested the Lenders to
make financial accommodations to it in the aggregate principal amount of
$400,000,000; and


 


B.                                     The Lenders are willing to extend such
financial accommodations on the terms and conditions set forth below.


 


NOW,
THEREFORE, in consideration of the premises and of the mutual agreements made
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


ARTICLE I

DEFINITIONS


 


As
used in this Agreement:


 


“Administrative
Agent” means Citibank in its capacity as contractual representative of the
Lenders pursuant to Article X, and not in its individual capacity
as a Lender, and any successor Administrative Agent appointed pursuant to Article X.


 


“Advance”
means a borrowing of Loans, (a) advanced by the Lenders on the same
Borrowing Date, or (b) converted or continued by the Lenders on the same
date of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurodollar
Loans, for the same Interest Period.


 


“Affected
Lender” is defined in Section 2.20.


 


“Affiliate”
of any Person means any other Person directly or indirectly controlling, controlled
by or under common control with such Person. 
A Person shall be deemed to control another Person if the controlling
Person owns 10% or more of any class of voting securities (or other ownership
interests) of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of stock, by contract or
otherwise.


 


“Agent’s
Group” is defined in Section 10.2.


 


“Aggregate
Commitment” means the aggregate of the Commitments of all the Lenders, as
reduced or increased from time to time pursuant to the terms hereof.  The initial Aggregate Commitment is
$400,000,000.


 

















 


“Aggregate
Outstanding Credit Exposure” means, at any time, the aggregate of the
Outstanding Credit Exposure of all the Lenders.


 


“Agreement”
means this Three-Year Credit Agreement, as it may be amended or modified and in
effect from time to time.


 


“Agreement
Accounting Principles” means generally accepted accounting principles as in
effect from time to time, applied in a manner consistent with those used in
preparing the financial statements referred to in Section 5.5.


 


“Alternate
Base Rate” means a fluctuating interest rate per annum in effect from time
to time, which rate per annum shall at all times be equal to the sum of the
Applicable Margin for Alternate Base Rate Advances plus the highest of:


 


(a)                                  the rate of interest
announced publicly by Citibank in New York, New York, from time to
time, as Citibank’s base rate;


 


(b)                                 1/2 of one percent per
annum above the Federal Funds Effective Rate; and


 


(c)                                  One percent above the
British Bankers Association Interest Settlement Rate applicable to US dollars
for a period of one month appearing on Reuters LIBOR01 Page (or other
commercially available source providing such quotations as designated by the
Administrative Agent  from time to time) at approximately
11:00 a.m. London time on such day.


 


“Alternate
Base Rate Advance” means an Advance which, except as otherwise provided in Section 2.11,
bears interest at the Alternate Base Rate.


 


“Alternate
Base Rate Loan” means a Loan which, except as otherwise provided in Section 2.11,
bears interest at the Alternate Base Rate.


 


“Applicable
Facility Fee Rate” means, at any time, the percentage determined in
accordance with the Pricing Schedule at such time.  The Applicable Facility Fee Rate shall change
as and when the Borrower Debt Rating changes.


 


“Applicable
Margin” means, (a) with respect to Alternate Base Rate Advances, the
percentage rate per annum which is applicable at such time with respect to
Alternate Base Rate Advances as set forth in the Pricing Schedule and
(b) with respect to Eurodollar Advances, the percentage rate per annum
which is applicable at such time with respect to Eurodollar Advances as set
forth in the Pricing Schedule.


 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.


 


“Arrangers”
means Citigroup Global Markets, Inc. and 
J.P. Morgan Securities Inc. and their respective successors, in their
capacity as “Joint Lead Arrangers”.


 


2

















 


“Article”
means an article of this Agreement unless another document is specifically
referenced.


 


“Assuming
Lender” is defined in Section 2.19.


 


“Assumption
Agreement” is defined in Section 2.19.


 


“Authorized
Officer” means any of the president, chief financial officer, treasurer or
vice-president and controller of the Borrower, acting singly.


 


“Borrower”
means Aon Corporation, a Delaware corporation, and its successors permitted and
assigns.


 


“Borrower
Debt Rating” means the senior unsecured long term debt (without third party
credit enhancement) rating of the Borrower as determined by a rating agency
identified on the Pricing Schedule.


 


“Borrowing
Date” means a date on which an Advance is made hereunder.


 


“Borrowing
Notice” is defined in Section 2.8.


 


“Business
Day” means (a) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in New York for the conduct of substantially all
of their commercial lending activities, interbank wire transfers can be made on
the Fedwire system and dealings in United States dollars are carried on in the
London interbank market and (b) for all other purposes, a day (other than
a Saturday or Sunday) on which banks generally are open in New York for the
conduct of substantially all of their commercial lending activities and
interbank wire transfers can be made on the Fedwire system.


 


“Cananwill
Securitization” is defined in Section 6.16(c).


 


“Capitalized
Lease” of a Person means any lease of Property by such Person as lessee
which would be capitalized on a balance sheet of such Person prepared in
accordance with Agreement Accounting Principles.


 


“Capitalized
Lease Obligations” of a Person means the amount of the obligations of such
Person under Capitalized Leases which would be shown as a liability on a
balance sheet of such Person prepared in accordance with Agreement Accounting
Principles.


 


“Change”
is defined in Section 3.2.


 


“Change
in Control” means (a) the acquisition by any Person, or two or more
Persons acting in concert, including without limitation any acquisition
effected by means of any transaction contemplated by Section 6.11,
of beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934)
of 30% or more of the outstanding shares of voting stock of the Borrower, or
(b) during any period of 25 consecutive calendar months, commencing on the
date of this Agreement, the 


 


3

















 


ceasing of those
individuals (the “Continuing Directors”) who (i) were directors of
the Borrower on the first day of each such period or (ii) subsequently
became directors of the Borrower and whose initial election or initial
nomination for election subsequent to that date was approved by a majority of
the Continuing Directors then on the board of directors of the Borrower, to
constitute a majority of the board of directors of the Borrower.


 


“Citibank”
means Citibank, N.A., a national banking association, in its individual
capacity, and its successors.


 


“Code”
means the Internal Revenue Code of 1986, as amended, reformed or otherwise
modified from time to time.


 


“Commitment”
means, for each Lender, the obligation of such Lender to make Loans to the
Borrower in an aggregate outstanding amount not exceeding the amount set forth
opposite its name on Schedule 1 hereto, 
as it may be modified as a result of any assignment that has become
effective pursuant to Section 12.3.2 or as otherwise modified from
time to time pursuant to the terms hereof.


 


“Commitment
Date” is defined in Section 2.19.


 


“Commitment
Increase” is defined in Section 2.19.


 


“Communications”
is defined in Section 13.1.


 


“Condemnation”
is defined in Section 7.8.


 


“Consolidated”
or “consolidated”, when used in connection with any calculation, means a
calculation to be determined on a consolidated basis for the Borrower and its
Subsidiaries in accordance with generally accepted accounting principles.


 


“Consolidated
Adjusted EBITDA” means, for any Measurement Period, Consolidated Net Income
for such period plus, to the extent deducted from revenues in
determining Consolidated Net Income, (i) Consolidated Interest Expense,
(ii) expense for taxes paid or accrued, (iii) depreciation,
(iv) amortization and (v) extraordinary losses incurred other than in
the ordinary course of business, minus, to the extent included in
Consolidated Net Income, extraordinary gains realized other than in the
ordinary course of business, all calculated for the Borrower and its
Subsidiaries on a consolidated basis; provided that, notwithstanding the
foregoing provisions of this definition, no amounts shall be added pursuant to
clauses (i) through (v) for any losses, costs, expenses or other
charges resulting from the settlement of any Disclosed Claims or any payments
in respect of any judgments or other orders thereon or any restructuring or
other charges in connection therewith or relating thereto.


 


“Consolidated
Funded Debt” means, without duplication, (i) all Indebtedness of the
Borrower and its Subsidiaries of the types described in clauses (a), (b), (c),
(d) and (e) of the definition of Indebtedness (excluding, for
purposes of clauses (b) and (c), any leases that constitute operating
leases in accordance with Agreement Accounting Principles), and (ii) all
Indebtedness of the Borrower and its Subsidiaries of the type described in
clause (j) of the 


 


4

















 


definition of
Indebtedness with respect to Indebtedness of the types described in clause
(i) above, calculated on a Consolidated basis.


 


“Consolidated
Interest Expense” means, for any Measurement Period, the interest expense
of the Borrower and its Subsidiaries calculated on a consolidated basis for
such period.


 


“Consolidated
Leverage Ratio” means, as of the last day of any Measurement Period, the
ratio of Consolidated Funded Debt at such date to Consolidated Adjusted EBITDA
for such Measurement Period.


 


“Consolidated
Net Income” means, with reference to any period, the net income (or loss)
of the Borrower and its Subsidiaries calculated on a consolidated basis for
such period.


 


“Consolidated
Net Worth” means, at any date of determination, the consolidated common
stockholders’ equity of the Borrower and its consolidated Subsidiaries
determined in accordance with Agreement Accounting Principles.


 


“Contingent
Obligation” of a Person means any agreement, undertaking or arrangement by
which such Person assumes, guarantees, endorses, contingently agrees to
purchase or provide funds for the payment of, or otherwise becomes or is contingently
liable upon, the obligation or liability of any other Person, or agrees to
maintain the net worth or working capital or other financial condition of any
other Person, or otherwise assures any creditor of such other Person against
loss, including, without limitation, any comfort letter, operating agreement or
take-or-pay contract or application for a Letter of Credit.


 


“Controlled
Group” means all members of a controlled group of corporations or other
business entities and all trades or businesses (whether or not incorporated)
under common control which, together with the Borrower or any of its
Subsidiaries, are treated as a single employer under Section 414 of the
Code.


 


“Conversion/Continuation
Notice” is defined in Section 2.9.


 


“Credit
Extension” means the making of an Advance hereunder.


 


“Credit
Extension Date” means the Borrowing Date for an Advance.


 


“Default”
means an event described in Article VII.


 


“Default
Excess” means, with respect to any Defaulting Lender, the excess, if any,
of such Defaulting Lender’s ratable portion of the aggregate outstanding
principal amount of the Loans of all Lenders (calculated as if all Defaulting
Lenders had funded all of their respective Defaulted Loans) over the aggregate
outstanding principal amount of all Loans of such Defaulting Lender.


 


“Default
Period” means, with respect to any Defaulting Lender, the period commencing
on the date of the applicable Funding Default and ending on the earlier of the
following dates: (i) the date on which (a) the Default Excess with
respect to such Defaulting Lender has been reduced to zero (whether by the
funding of any Defaulted Loan by such Defaulting Lender or by 


 


5

















 


the non-pro-rata
application of any prepayment pursuant to Section 2.21) and
(b) such Defaulting Lender shall have delivered to the Borrower and the
Administrative Agent a written reaffirmation of its intention to honor its
obligations hereunder with respect to its Commitment; and (ii) the date on
which the Borrower, the Administrative Agent and the Required Lenders waive all
Funding Defaults of such Defaulting Lender in writing.


 


“Defaulted
Loan” has the meaning specified in Section 2.21.


 


“Defaulting
Lender” has the meaning specified in Section 2.21.


 


“Deficit
Reduction Contribution” has the meaning set forth in
Section 412(l)(2) of the Code.


 


“Disclosed
Claims” means any litigation, proceeding or investigation disclosed in
(a) the Borrower’s annual report on Form 10-K for the year ended
December 31, 2008 and (b) the Borrower’s quarterly report on
Form 10-Q for the fiscal quarter ended September 30, 2009 as filed
with the Securities and Exchange Commission.


 


“Disposition”
or “Dispose” means the sale, transfer or other disposition (including
any sale and leaseback transaction), in each case for consideration in any
single transaction or series of related transactions in excess of $25,000,000
(as determined reasonably in good faith by the Borrower), by any Person of any
Property (including any equity interests owned by such Person, or any notes or
accounts receivable or any rights and claims associated therewith) of such
Person (or the granting of any option or other right to do any of the
foregoing).


 


“Environmental
Laws” is defined in Section 5.15.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and any rule or regulation issued thereunder.


 


“Eurodollar
Advance” means an Advance which, except as otherwise provided in Section 2.11,
bears interest at the applicable Eurodollar Rate.


 


“Eurodollar
Base Rate” means, with respect to a Eurodollar Advance for the Interest
Period applicable to such Eurodollar Advance, the applicable British Bankers’
Association Interest Settlement Rate for deposits in U.S. dollars appearing on
Reuters LIBOR01 Page as of 11:00 a.m. (London time) two
(2) Business Days prior to the first day of such Interest Period, and
having a maturity equal to such Interest Period, provided that,
(i) if Reuters LIBOR01 Page is not available to the Administrative
Agent for any reason, the applicable Eurodollar Base Rate for the relevant
Interest Period shall instead be the applicable British Bankers’ Association
Interest Settlement Rate for deposits in U.S. dollars as reported by any other
generally recognized financial information service as of 11:00 a.m.
(London time) two (2) Business Days prior to the first day of such
Interest Period, and having a maturity equal to such Interest Period, and
(ii) if no such British Bankers’ Association Interest Settlement Rate is
available to the Administrative Agent, the applicable Eurodollar Base Rate for
the relevant Interest Period shall instead be the rate determined by the
Administrative Agent to be the rate at which Citibank offers to place deposits
in U.S. dollars with first-class banks in the London interbank market at
approximately 11:00 a.m. (London time) two (2) Business Days prior to
the first day of such 


 


6

















 


Interest Period, in the
approximate amount of Citibank’s relevant Eurodollar Loan and having a maturity
equal to such Interest Period.


 


“Eurodollar
Loan” means a Loan which, except as otherwise provided in Section 2.11,  bears interest at the applicable Eurodollar
Rate.


 


“Eurodollar
Rate” means, with respect to a Eurodollar Advance for the relevant Interest
Period, the sum of (a) the quotient of (i) the Eurodollar Base Rate
applicable to such Interest Period, divided by (ii) one minus the
Reserve Requirement (expressed as a decimal) applicable to such Interest Period,
plus (b) the Applicable Margin for Eurodollar Advances.


 


“Euro
Facility” means, collectively, (a) the up to €325,000,000 Three-Year
Revolving Loan Facility, and (b) the up to €325,000,000 Five-Year
Revolving Loan Facility, each made pursuant to the Facility Agreement, to be
dated on or about February 7, 2005, among Aon Finance Limited, Aon
Limited, Aon France S.A., Aon Holdings B.V., Aon Jauch & Hübener
Holdings GmbH and Aon Finance N.S.1, ULC, as “Original Borrowers”, Aon
Corporation, as “Original Guarantor”, Citigroup Global Markets Limited, ING
Bank N.V. and The Royal Bank of Scotland plc, as “Mandated Lead Arrangers”,
Citibank International plc, as “Agent”, and the “Lenders” party thereto, as the
same may be supplemented, modified and amended from time to time, provided
that, in each case, the principal amount of the credit committed thereunder is
not increased without the consent of the Required Lenders.


 


“Excluded
Taxes” means, in the case of each Lender or applicable Lending Installation
and the Administrative Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the laws of
which such Lender or the Administrative Agent is incorporated or organized or
(ii) the jurisdiction in which the Administrative Agent’s or such Lender’s
principal executive office or such Lender’s applicable Lending Installation is
located.


 


“Exhibit”
refers to an exhibit to this Agreement, unless another document is specifically
referenced.


 


“Existing
Credit Agreement” means the $600,000,000 Five-Year Credit Agreement dated
as of February 3, 2005 among the Borrower, Citibank, N.A., as agent, and
the lenders party thereto, as amended, restated, supplemented or otherwise
modified from time to time.


 


“Facility
Termination Date” means December 4, 2012, or any earlier date on which
the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to
the terms hereof.


 


“Federal
Funds Effective Rate” means, for any day, an interest rate per annum equal
to the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers on
such day, as published for such day (or, if such day is not a Business Day, for
the immediately preceding Business Day) by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day which is a Business Day,
the average of the quotations at approximately 10:00 a.m. (New York time)
on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the Administrative
Agent in its sole discretion.


 


7

















 


“Financial
Statements” is defined in Section 5.5.


 


“Fiscal
Quarter” means each of the four three-month accounting periods comprising a
Fiscal Year.


 


“Fiscal
Year” means the twelve-month accounting period ending December 31 of
each year.


 


“Fund”
means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.


 


“Funded
Target Attainment Percentage” has the meaning set forth in
Section 430(d)(2) of the Code or Section 303(d)(2) of
ERISA.


 


“Governmental
Authority” means any government (foreign or domestic) or any state or other
political subdivision thereof or any governmental body, agency, authority,
department or commission (including without limitation any taxing authority or
political subdivision) or any instrumentality or officer thereof (including,
without limitation, any court or tribunal and any board of insurance, insurance
department or insurance commissioner) exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
and any corporation, partnership or other entity directly or indirectly owned
or controlled by or subject to the control of any of the foregoing.


 


“Hazardous
Materials” is defined in Section 5.15.


 


“Hedging
Agreement” means any interest rate protection agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or
currency exchange rate or commodity price hedging arrangement and all other
similar agreements or arrangements designed to alter the risks of any Person
arising from fluctuations in interest rates, currency values or commodity
prices.


 


“Immaterial
Subsidiaries” means one or more Subsidiaries of the Borrower, the
Consolidated total assets, Consolidated revenues and Consolidated net operating
income of which, in the aggregate, do not exceed three percent (3%) of the
Consolidated total assets, Consolidated revenues and Consolidated net operating
income, respectively, of the Borrower and its Subsidiaries, in each case
determined as of the end, or for, as the case may be, the period of four Fiscal
Quarters most recently ended for which financial statements have been or are
required to have been delivered pursuant to Section 6.1(a) or (b).


 


“Increase
Date” is defined in Section 2.19.


 


“Increasing
Lender” is defined in Section 2.19.


 


“Indebtedness”
of a Person means, without duplication, (a) such Person’s obligations for
borrowed money, (b) obligations of such Person representing the deferred
purchase price of Property or services (other than accounts payable arising in
the ordinary course of such Person’s business payable on terms customary in the
trade), (c) such Person’s obligations created or 


 


8

















 


arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (d)  such Person’s obligations which are
evidenced by bonds, notes, debentures, acceptances, or similar instruments,
(e) Capitalized Lease Obligations of such Person, (f) Contingent
Obligations of such Person, (g) obligations, contingent or otherwise, for
which such Person is obligated pursuant to or in respect of Letters of Credit or
bankers’ acceptances, (h) such Person’s obligations under Hedging
Agreements to the extent required to be reflected on a balance sheet of such
Person, (i) repurchase obligations or liabilities of such Person with
respect to accounts or notes receivable sold by such Person, and (j) all
Indebtedness and other obligations referred to in clauses (a) through
(i) above secured by (or for which the holder of such Indebtedness or
other obligations has an existing right, contingent or otherwise, to be secured
by) any Lien on property (including, without limitation, accounts and contract
rights) owned by such Person or payable out of the proceeds or production from
property of such Person, even though such Person has not assumed or become
liable for the payment of such Indebtedness or other obligations.


 


“Information”
is defined in Section 9.11.


 


“Interest
Period” means, with respect to a Eurodollar Advance, a period of one, two,
three or six months commencing on a Business Day selected by the Borrower
pursuant to this Agreement.  An Interest
Period of one, two, three or six months shall end on (but exclude) the day
which corresponds numerically to such date one, two, three or six months
thereafter; provided, however, that if there is no such
numerically corresponding day in such next, second, third or sixth succeeding
month, such Interest Period shall end on the last Business Day of such next,
second, third or sixth succeeding month. 
If an Interest Period would otherwise end on a day which is not a
Business Day, such Interest Period shall end on the next succeeding Business
Day; provided, however, that if said next succeeding Business Day
falls in a new calendar month, such Interest Period shall end on the
immediately preceding Business Day.


 


“Lenders”
means the lending institutions listed on the signature pages of  this Agreement, each Assuming Lender and
their respective successors and assigns.


 


“Lending
Installation” means, with respect to a Lender or the Administrative Agent,
the office or branch of such Lender or the Administrative Agent listed on the
signature pages hereof, on a Schedule, in an Assumption Agreement or
otherwise selected by such Lender or the Administrative Agent pursuant to Section 2.17.


 


“Letter
of Credit” of a Person means a letter of credit or similar instrument which
is issued upon the application of such Person or upon which such Person is an
account party or for which such Person is in any way liable.


 


“Lien”
means any security interest, lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).


 


9

















 


“Loan”
means, with respect to a Lender, such Lender’s loan made pursuant to Article II
(or any conversion or continuation thereof).


 


“Loan
Documents” means this Agreement and any Notes issued pursuant to Section 2.13
and the other documents and agreements contemplated hereby and executed by the
Borrower in favor of the Administrative Agent or any Lender.


 


“Margin
Stock” has the meaning assigned to that term under Regulation U.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business,
Property, condition (financial or otherwise), performance, results of
operations, or prospects of the Borrower and its Subsidiaries taken as a whole,
(b) the ability of the Borrower to perform its obligations under the Loan
Documents, or (c) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Administrative Agent or the Lenders
thereunder.


 


“Measurement
Period” means, at any date of determination, the most recently completed
four consecutive Fiscal Quarters of the Borrower ending on or prior to such
date.


 


“Moody’s”
means Moody’s Investors Service, Inc., or any successor thereto.


 


“Multiemployer
Plan” means a Plan that is a “multiemployer plan” as defined in
Section 4001(a)(3) of ERISA.


 


“Non-U.S.
Lender” is defined in Section 3.5(d).


 


“Note”
is defined in Section 2.13.


 


“Notice”
is defined in Section 13.1


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all
accrued and unpaid fees and all expenses, reimbursements, indemnities and other
obligations of the Borrower to the Lenders or to any Lender, the Administrative
Agent or any indemnified party arising under the Loan Documents.


 


“Other
Taxes” is defined in Section 3.5(b).


 


“Outstanding
Credit Exposure” means, as to any Lender at any time, the aggregate
principal amount of its Loans outstanding at such time.


 


“Participants”
is defined in Section 12.2.1.


 


“Payment
Date” means the last day of each March, June, September and December.


 


“PBGC”
means the Pension Benefit Guaranty Corporation, or any successor thereto.


 


“Person”
means any natural person, corporation, firm, joint venture, partnership,
association, enterprise, limited liability company, trust or other entity or
organization, or any government or political subdivision or any agency,
department or instrumentality thereof.


 


10
















 


“Plan”
means an “employee pension benefit plan,” as defined in
Section 3(2) of ERISA, which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code, as
to which the Borrower or any member of the Controlled Group may have any
liability.


 


“Platform”
is defined in Section 13.1.


 


“Pricing
Schedule” means the Schedule attached hereto identified as such.


 


“Property”
of a Person means any and all property, whether real, personal, tangible,
intangible, or mixed, of such Person, or other assets owned, leased or operated
by such Person.


 


“pro
rata” means, when used with respect to a Lender, and any described
aggregate or total amount, an amount equal to such Lender’s pro rata share or
portion based on its percentage of the Aggregate Commitment or if the Aggregate
Commitment has been terminated, its percentage of the Aggregate Outstanding
Credit Exposure.


 


“Purchasers”
is defined in Section 12.3.1.


 


“Regulation
D” means Regulation D of the Board of Governors of the Federal Reserve
System as from time to time in effect and any successor thereto or other
regulation or official interpretation of said Board of Governors relating to
reserve requirements applicable to depositary institutions.


 


“Regulation
U” means Regulation U of the Board of Governors of the Federal Reserve
System as from time to time in effect and any successor or other regulation or
official interpretation of said Board of Governors relating to the extension of
credit by banks and certain other Persons for the purpose of purchasing or
carrying margin stocks applicable to member banks of the Federal Reserve System
and certain other Persons.


 


“Related
Parties” means, with respect to any Person, such Person’s Affiliates and
the partners, directors, officers, employees, agents and advisors of such
Person and of such Person’s Affiliates.


 


“Release”
is defined in the Comprehensive Environmental Response, Compensation and
Liability Act, as amended, 42 U.S.C. 39601 et  seq.  “Released” shall have a corresponding meaning.


 


“Reportable
Event” means a reportable event as defined in Section 4043 of ERISA
and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified
within thirty (30) days of the occurrence of such event; provided, that
a failure to meet the minimum funding standard of Section 412 of the Code
or Section 302 of ERISA shall be a Reportable Event regardless of the
issuance of any such waiver of the notice requirement in accordance with either
Section 4043(a) of ERISA or Section 412(c) of the Code.


 


“Required
Lenders” means Lenders in the aggregate having more than 50% of the
Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the 


 


11

















 


aggregate holding more
than 50% of the Aggregate Outstanding Credit Exposure; provided that if any
Lender shall be a Defaulting Lender at such time, there shall be excluded from
the determination of Required Lenders at such time (a) the unused
Commitment of such Lender at such time and (b) Outstanding Credit Exposure
of such Lender at such time.


 


“Reserve
Requirement” means, with respect to an Interest Period, the maximum
aggregate reserve requirement (including all basic, supplemental, marginal and
other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.


 


“Risk-Based
Capital Guidelines” is defined in Section 3.2.


 


“S&P”
means Standard and Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.


 


“Schedule”
refers to a specific schedule to this Agreement, unless another document is
specifically referenced.


 


“Section”
means a numbered section of this Agreement, unless another document is
specifically referenced.


 


“Single
Employer Plan” means a Plan other than a Multiemployer Plan.


 


“Subsidiary”
of a Person means (a) any corporation more than 50% of the outstanding
securities having ordinary voting power of which shall at the time be owned or
controlled, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, or
(b) any partnership, association, joint venture, limited liability company
or similar business organization more than 50% of the ownership interests
having ordinary voting power of which shall at the time be so owned or
controlled.  Unless otherwise expressly
provided, all references herein to a “Subsidiary” shall mean a Subsidiary of
the Borrower.


 


“Substantial
Portion” means, with respect to the Property of the Borrower and its
Subsidiaries, Property which (a) represents more than 10% of the
consolidated assets of the Borrower and its Subsidiaries, as would be shown in
the consolidated financial statements of the Borrower and its Subsidiaries as
at the end of the quarter next preceding the date on which such determination
is made, or (b) is responsible for more than 10% of the consolidated net
sales or of the consolidated net income of the Borrower and its Subsidiaries
for the 12-month period ending as of the end of the quarter next preceding the
date of determination.


 


“Taxes”
means any and all present or future taxes, duties, levies, imposts, deductions,
charges or withholdings, and any and all liabilities with respect to the
foregoing, but excluding Excluded
Taxes and Other Taxes.


 


“Termination
Event” means, with respect to any Plan which is subject to Title IV of
ERISA, (a) a Reportable Event, (b) the withdrawal of the Borrower or
any other member of the Controlled Group from such Plan during a plan year in
which the Borrower or any other member of the Controlled Group was a
“substantial employer” as defined in Section 4001(a)(2) of ERISA or
was deemed such under Section 4068(f) of ERISA, the conditions for
imposition of a lien 


 


12

















 


under
Section 303(d) of ERISA shall have been met, (d) a determination
that any Plan is in “at risk” status (within the meaning of Section 303 of
ERISA, (e) the termination of such Plan, the filing of a notice of intent
to terminate such Plan or the treatment of an amendment of such Plan as a
termination under Section 4041 of ERISA, (f) the institution by the
PBGC of proceedings to terminate such Plan or (g) any event or condition
which might constitute grounds under Section 4042 of ERISA for the
termination of, or appointment of a trustee to administer, such Plan.


 


“Transferee”
is defined in Section 12.4.


 


“Type”
means, with respect to any Advance, its nature as an Alternate Base Rate
Advance or a Eurodollar Advance.


 


“Unmatured
Default” means an event which but for the lapse of time or the giving of
notice, or both, would constitute a Default.


 


“Wholly
Owned Subsidiary” of a Person means (a) any Subsidiary all of the
outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly Owned
Subsidiaries of such Person, or by such Person and one or more Wholly Owned Subsidiaries
of such Person, or (b) any partnership, association, joint venture,
limited liability company or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.  Unless otherwise
provided, all references herein to a “Wholly Owned Subsidiary” shall mean a
Wholly Owned Subsidiary of the Borrower.


 


The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms.  In
computations of periods of time from a specified date to a later specified
date, the word “from” means “from and including” and the words “to” and “until”
each mean “to but excluding”.


 


ARTICLE II

THE CREDITS


 


2.1.                              Commitment.  From and
including the date of this Agreement to the Facility Termination Date, each
Lender severally agrees, on the terms and conditions set forth in this
Agreement, to make Loans to the Borrower; provided that, after giving
effect to the making of each such Loan, such Lender’s Outstanding Credit
Exposure shall not exceed in the aggregate at any one time outstanding the
amount of its Commitment.  Subject to the
terms of this Agreement, the Borrower may borrow, repay and reborrow at any
time prior to the Facility Termination Date. 
The Commitments to lend hereunder shall expire on the Facility
Termination Date.


 


2.2.                              Required Payments. 
All unpaid Obligations shall be paid in full by the Borrower on the
Facility Termination Date.


 


2.3.                              Ratable Loans. 
Each Advance hereunder shall consist of Loans made from the several
Lenders ratably in proportion to the ratio that their respective Commitments
bear to the Aggregate Commitment.


 


13

















 


2.4.                              Types of Advances. 
The Advances may be Alternate Base Rate Advances or Eurodollar Advances,
or a combination thereof, selected by the Borrower in accordance with Sections
2.8 and 2.9.


 


2.5.                              Facility Fee; Reductions in Aggregate
Commitment.  The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee at a per
annum rate equal to the Applicable Facility Fee Rate on such Lender’s
Commitment from the date hereof to the Facility Termination Date, payable on
each Payment Date hereafter and on the Facility Termination Date, provided
that the Borrower shall not pay any facility fee nor shall any facility fee
accrue in respect of a Defaulting Lender’s unused Commitment so long as such
Defaulting Lender is a Defaulting Lender. 
The Borrower may permanently reduce the Aggregate Commitment in whole,
or in part ratably among the Lenders in a minimum aggregate amount of
$10,000,000 or any integral multiple of $1,000,000 in excess thereof, upon at
least three (3) Business Days’ written notice to the Administrative Agent,
which notice shall specify the amount of any such reduction, provided, however,
that the amount of the Aggregate Commitment may not be reduced below the
Aggregate Outstanding Credit Exposure. 
All accrued facility fees shall be payable on the effective date of any
termination of the obligations of the Lenders to make Credit Extensions
hereunder.


 


2.6.                              Minimum Amount of Each Advance. 
Each Advance shall be in the minimum amount of $10,000,000 (and in
multiples of $1,000,000 if in excess thereof); provided, however,
that (a) any Alternate Base Rate Advance may be in the amount of the
unused Aggregate Commitment and (b) in no event shall more than six
(6) Eurodollar Advances be permitted to be outstanding at any time.


 


2.7.                              Optional Principal Payments. 
The Borrower may from time to time pay, without penalty or premium, all
outstanding Alternate Base Rate Advances, or, in a minimum aggregate amount of
$10,000,000 or any integral multiple of $1,000,000 in excess thereof, any
portion of the outstanding Alternate Base Rate Advances upon notice to the
Administrative Agent by 11:00 a.m. (New York time) on the Business Day of
the proposed prepayment.  The Borrower
may from time to time pay, subject to the payment of any funding indemnification
amounts required by Section 3.4 but without penalty or premium, all
outstanding Eurodollar Advances, or, in a minimum aggregate amount of
$10,000,000 or any integral multiple of $1,000,000 in excess thereof, any
portion of an outstanding Eurodollar Advance, upon two (2) Business Days’
prior notice to the Administrative Agent.


 


2.8.                              Method of Selecting Types and Interest
Periods for New Advances.  The Borrower shall select the
Type of Advance and, in the case of each Eurodollar Advance, the Interest
Period applicable thereto from time to time; provided, however,
that in the event Loans are incurred on the date of this Agreement, all Loans
incurred on such date shall be Alternate Base Rate Advances.  The Borrower shall give the Administrative
Agent irrevocable notice (a “Borrowing Notice”) not later than
11:00 a.m. (New York time) on the Borrowing Date of each Alternate Base
Rate Advance and at least three (3) Business Days before the Borrowing
Date for each Eurodollar Advance, specifying:


 


(a)                                  the Borrowing Date of such Advance, which
shall be a Business Day;


 


14

















 


(b)                                 the aggregate amount of such Advance;


 


(c)                                  the Type of Advance selected; and


 


(d)                                 in the case of each Eurodollar Advance,
the Interest Period applicable thereto, which shall end on or prior to the
Facility Termination Date.


 


Not later than
1:00 p.m. (New York time) on each Borrowing Date, each Lender shall make
available its Loan or Loans, in funds immediately available in New York, to the
Administrative Agent at its address specified pursuant to Article XIII.  The Administrative Agent will make the funds
so received from the Lenders available to the Borrower at the Administrative
Agent’s aforesaid address.


 


2.9.                              Conversion and Continuation of
Outstanding Advances.  Each Alternate Base Rate Advance shall
continue as an Alternate Base Rate Advance unless and until such Alternate Base
Rate Advance is converted into a Eurodollar Advance pursuant to this Section 2.9
or is repaid in accordance with Section 2.7.  Each Eurodollar Advance shall continue as a
Eurodollar Advance until the end of the then applicable Interest Period
therefor, at which time such Eurodollar Advance shall be automatically
converted into an Alternate Base Rate Advance unless (a) such Eurodollar
Advance is or was repaid in accordance with Section 2.7 or
(b) the Borrower shall have given the Administrative Agent a
Conversion/Continuation Notice (as defined below) requesting that, at the end
of such Interest Period, such Eurodollar Advance continue as a Eurodollar
Advance for the same or another Interest Period.  Subject to the terms of Section 2.6,
the Borrower may elect from time to time to convert all or any part of an
Alternate Base Rate Advance into a Eurodollar Advance.  Subject to the payment of any funding
indemnification amounts required by Section 3.4, the Borrower may
elect from time to time to convert all or any part of a Eurodollar Advance into
an Alternate Base Rate Advance.  The
Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation
Notice”) of each (x) conversion of an Alternate Base Rate Advance into
a Eurodollar Advance or the continuation of a Eurodollar Advance as a new
Eurodollar Advance not later than 11:00 a.m. (New York time) at least
three (3) Business Days prior to the date of the requested conversion or
continuation and (y) conversion of a Eurodollar Advance into an Alternate
Base Rate Advance, not later than 11:00 a.m. (New York time) on the date
of the requested conversion, in each case specifying:


 


(a)                                  the requested date of such conversion or
continuation, which shall be a Business Day;


 


(b)                                 the aggregate amount and Type of the
Advance which is to be converted or continued; and


 


(c)                                  the amount and Type(s) of
Advance(s) into which such Advance is to be converted or continued and, in
the case of a conversion into or continuation of a Eurodollar Advance, the
duration of the Interest Period applicable thereto, which shall end on or prior
to the Facility Termination Date.


 


2.10.                        Changes in Interest Rate, etc. 
Each Alternate Base Rate Advance shall bear interest on the outstanding
principal amount thereof, for each day from and including the date 


 


15

















 


such Advance is made or
is converted from a Eurodollar Advance into an Alternate Base Rate Advance
pursuant to Section 2.9, to but excluding the date it is paid or is
converted into a Eurodollar Advance pursuant to Section 2.9 hereof,
at a rate per annum equal to the Alternate Base Rate for such day.  Changes in the rate of interest on that
portion of any Advance maintained as an Alternate Base Rate Advance will take
effect simultaneously with each change in the Alternate Base Rate.  Each Eurodollar Advance shall bear interest
on the outstanding principal amount thereof from and including the first day of
the Interest Period applicable thereto to (but not including) the last day of
such Interest Period at the Eurodollar Rate determined by the Administrative
Agent as applicable to such Eurodollar Advance based upon the Borrower’s selections
under Sections 2.8 and 2.9 and otherwise in accordance with the
terms hereof.  No Interest Period may end
after the Facility Termination Date.


 


2.11.                        Rates Applicable After Default. 
Notwithstanding anything to the contrary contained in Section 2.8
or 2.9, no Advance may be made as, converted into or continued as a
Eurodollar Advance (except with the consent of the Administrative Agent and the
Required Lenders) when any Default or Unmatured Default has occurred and is
continuing.  During the continuance of a
Default the Required Lenders may, at their option, by notice to the Borrower
(which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous
consent of the Lenders to changes in interest rates), declare that
(a) each Eurodollar Advance shall bear interest for the remainder of the
applicable Interest Period at the Eurodollar Rate otherwise applicable to such
Interest Period plus 2% per annum and (b) each Alternate Base Rate
Advance shall bear interest at a rate per annum equal to the Alternate Base
Rate in effect from time to time plus 2% per annum provided that,
during the continuance of a Default under Section 7.6 or 7.7,
the interest rates set forth in clauses (a) and (b) above shall be
applicable to all Credit Extensions without any election or action on the part
of the Administrative Agent or any Lender.


 


2.12.                        Method of Payment. 
All payments of the Obligations hereunder shall be made, without setoff,
deduction or counterclaim, in immediately available funds to the Administrative
Agent at the Administrative Agent’s address specified pursuant to Article XIII,
or at any other Lending Installation of the Administrative Agent specified in
writing by the Administrative Agent to the Borrower, by noon (New York time) on
the date when due and shall be applied ratably by the Administrative Agent
among the Lenders entitled to such payments. 
Each payment delivered to the Administrative Agent for the account of
any Lender shall be delivered promptly by the Administrative Agent to such
Lender in the same type of funds that the Administrative Agent received at its
address specified pursuant to Article XIII or at any Lending
Installation specified in a notice received by the Administrative Agent from
such Lender.  The Administrative Agent is
hereby authorized to charge the account of the Borrower maintained with
Citibank for each payment of principal, interest and fees as it becomes due
hereunder.


 


2.13.                        Noteless Agreement; Evidence of
Indebtedness.  (a)  Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.


 


16

















 


(b)                                 The Administrative Agent shall also
maintain accounts in which it will record (i) the amount of each Loan made
hereunder, the Type thereof and the Interest Period with respect thereto,
(ii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder from the
Borrower and each Lender’s share thereof.


 


(c)                                  The entries maintained in the accounts
maintained pursuant to paragraphs (a) and (b) above
shall be prima facie evidence of
the existence and amounts of the Obligations therein recorded; provided,
however,  that the failure
of the Administrative Agent or any Lender to maintain such accounts or any
error therein shall not in any manner affect the obligation of the Borrower to
repay the Obligations in accordance with their terms.


 


(d)                                 Any Lender may request that its Loans be
evidenced by a promissory note in substantially the form of Exhibit A
(including any amendment, modification, renewal or replacement thereof, a “Note”).  In such event, the Borrower shall prepare,
execute and deliver to such Lender such Note payable to the order of such
Lender.  Thereafter, the Loans evidenced
by such Note and interest thereon shall at all times (including after any
assignment pursuant to Section 12.3) be represented by one or more
Notes payable to the order of the payee named therein or any assignee pursuant
to Section 12.3, except to the extent that any such Lender or
assignee subsequently returns any such Note for cancellation and requests that
such Loans once again be evidenced as described in paragraphs (a) and
(b) above.  Upon receipt of
an affidavit of an officer of any Lender as to the loss, theft, destruction or
mutilation of such Lender’s Note, and, in the case of any such loss, theft,
destruction or mutilation, upon cancellation of such Note, the Borrower will
issue, in lieu thereof, a replacement Note in the same principal amount thereof
and otherwise of like tenor.


 


2.14.                        Telephonic Notices. 
The Borrower hereby authorizes the Lenders and the Administrative Agent
to extend, convert or continue Advances, effect selections of Types of Advances
and to transfer funds based on telephonic notices made by any person or persons
the Administrative Agent or any Lender in good faith believes to be acting on
behalf of the Borrower, it being understood that the foregoing authorization is
specifically intended to allow Borrowing Notices and Conversion/Continuation
Notices to be given telephonically.  The
Borrower agrees to deliver promptly to the Administrative Agent a written
confirmation, if such confirmation is requested by the Administrative Agent or
any Lender, of each telephonic notice signed by an Authorized Officer.  If the written confirmation differs in any
material respect from the action taken by the Administrative Agent and the
Lenders, the records of the Administrative Agent and the Lenders shall govern
absent manifest error.


 


2.15.                        Interest Payment Dates; Interest and Fee
Basis.  Interest accrued on each Alternate Base Rate
Advance shall be payable on each Payment Date, commencing with the first such
date to occur after the date hereof, on any date on which an Alternate Base
Rate Advance is prepaid (with respect to the principal so prepaid), whether due
to acceleration or otherwise, and at maturity. 
Interest accrued on that portion of the outstanding principal amount of
any Alternate Base Rate Advance converted into a Eurodollar Advance on a day
other than a Payment Date shall be payable on the date of conversion.  Interest accrued on each Eurodollar Advance
shall be payable on the last day of its applicable Interest Period, on any date
on which the Eurodollar 


 


17

















 


Advance is prepaid (with
respect to the principal so prepaid), whether by acceleration or otherwise, and
at maturity.  Interest accrued on each
Eurodollar Advance having an Interest Period longer than three (3) months
shall also be payable on the last day of each three-month interval during such
Interest Period.  Interest with respect
to Eurodollar Loans and facility fees shall be calculated for actual days
elapsed on the basis of a 360-day year. 
Interest with respect to Alternate Base Rate Loans shall be calculated
for the actual days elapsed on the basis of a 365 or 366-day year, as
applicable.  Interest shall be payable
for the day an Advance is made but not for the day of any payment on the amount
paid if payment is made in full and received prior to noon (New York time) at
the place of payment.  If any payment of
principal of or interest on an Advance shall become due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day
and, in the case of a principal payment, such extension of time shall be
included in computing interest in connection with such payment.


 


2.16.                        Notification of Advances, Interest Rates,
Prepayments and Commitment Reductions.  Promptly
after receipt thereof, the Administrative Agent will notify each Lender of the
contents of each Aggregate Commitment reduction notice, Borrowing Notice,
Conversion/Continuation Notice, and repayment notice received by it
hereunder.  The Administrative Agent will
notify each Lender of the Eurodollar Rate applicable to each Eurodollar Advance
promptly upon determination of such interest rate and will give each Lender
prompt notice of each change in the Alternate Base Rate.


 


2.17.                        Lending Installations. 
Each Lender may book its Loans at any Lending Installation selected by
such Lender and may change its Lending Installation from time to time.  All terms of this Agreement shall apply to
any such Lending Installation and the Loans and any Notes issued hereunder
shall be deemed held by each Lender for the benefit of any such Lending
Installation.  Each Lender may, by
written notice to the Administrative Agent and the Borrower in accordance with Article XIII,
designate replacement or additional Lending Installations through which Loans
will be made by it will be issued by it and for whose account Loan payments are
to be made.


 


2.18.                        Non-Receipt of Funds by the
Administrative Agent.  Unless the Borrower or a Lender, as the case
may be, notifies the Administrative Agent prior to the time at which it is
scheduled to make payment to the Administrative Agent of (a) in the case
of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a
payment of principal, interest or fees to the Administrative Agent for the
account of the Lenders, that it does not intend to make such payment, the
Administrative Agent may assume that such payment has been made.  The Administrative Agent may, but shall not
be obligated to, make the amount of such payment available to the intended
recipient in reliance upon such assumption. 
If such Lender or the Borrower, as the case may be, has not in fact made
such payment to the Administrative Agent, the recipient of such payment shall,
on demand by the Administrative Agent, repay to the Administrative Agent the
amount so made available together with interest thereon in respect of each day
during the period commencing on the date such amount was so made available by
the Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a
Lender, the Federal Funds Effective Rate for such day for the first three
(3) days and, thereafter, the interest rate applicable to the relevant
Loan or (ii) in the case of payment by the Borrower, the interest rate
applicable to the relevant Loan.


 


18
















 


2.19.                        Increase in the Aggregate Commitments. 
(a) The Borrower may, at any time but in any event not more than
once in any calendar year prior to the Facility Termination Date, by notice to
the Administrative Agent, request that the aggregate amount of the Commitment
be increased by an amount of $10,000,000 or an integral multiple thereof (each
a “Commitment Increase”) to be effective as of a date that is at least
90 days prior to the scheduled Facility Termination Date then in effect (the “Increase
Date”) as specified in the related notice to the Administrative Agent; provided,
however that (i) in no event shall the aggregate amount of the
Commitments at any time exceed $500,000,000 and (ii) on the date of any
request by the Borrower for a Commitment Increase and on the related Increase
Date the applicable conditions set forth in Article IV shall be satisfied.


 


(b)                                 The Administrative Agent shall promptly
notify the Lenders of a request by the Borrower for a Commitment Increase,
which notice shall include (i) the proposed amount of such requested
Commitment Increase, (ii) the proposed Increase Date and (iii) the
date by which Lenders wishing to participate in the Commitment Increase must
commit to an increase in the amount of their respective Commitments (the “Commitment
Date”).  Each Lender that is willing
to participate in such requested Commitment Increase (each an “Increasing
Lender”) shall, in its sole discretion, give written notice to the
Administrative Agent on or prior to the Commitment Date of the amount by which
it is willing to increase its Commitment. 
If the Lenders notify the Administrative Agent that they are willing to
increase the amount of their respective Commitments by an aggregate amount that
exceeds the amount of the requested Commitment Increase, the requested
Commitment Increase shall be allocated among the Lenders willing to participate
therein in such amounts as are agreed between the Borrower and the
Administrative Agent.


 


(c)                                  Promptly following each Commitment Date,
the Administrative Agent shall notify the Borrower as to the amount, if any, by
which the Lenders are willing to participate in the requested Commitment
Increase.  If the aggregate amount by
which the Lenders are willing to participate in any requested Commitment
Increase on any such Commitment Date is less than the requested Commitment
Increase, then the Borrower may extend offers to one or more financial
institutions to participate in any portion of the requested Commitment Increase
that has not been committed to by the Lenders as of the applicable Commitment
Date; provided, however, that the Commitment of each such
financial institution shall be in an amount of $10,000,000 or more.


 


(d)                                 On each Increase Date, each financial
institution that accepts an offer to participate in a requested Commitment
Increase in accordance with Section 2.19(c) (each, an “Assuming
Lender”) shall become a Lender party to this Agreement as of such Increase
Date and the Commitment of each Increasing Lender for such requested Commitment
Increase shall be so increased by such amount (or by the amount allocated to
such Lender pursuant to the last sentence of Section 2.19(b)) as of
such Increase Date; provided, however, that the Administrative
Agent shall have received on or before such Increase Date the following, each
dated such date:


 


(i)                                     (A) certified copies of resolutions
of the Board of Directors of the Borrower or the Executive Committee of such
Board approving the Commitment Increase and the corresponding modifications to
this Agreement and (B) an opinion of 


 


19

















 


counsel for the Borrower
(which may be in-house counsel), in form and substance acceptable to the
Administrative Agent and its counsel;


 


(ii)                                  an assumption agreement from each Assuming
Lender, if any, in form and substance satisfactory to the Borrower and the
Administrative Agent (each an “Assumption Agreement”), duly executed by
such Assuming Lender, the Administrative Agent and the Borrower; and


 


(iii)                               confirmation from each Increasing Lender of the
increase in the amount of its Commitment in a writing satisfactory to the
Borrower and the Administrative Agent.


 


On each Increase Date,
upon fulfillment of the conditions set forth in the immediately preceding
sentence of this Section 2.19(d), the Administrative Agent shall
notify the Lenders (including, without limitation, each Assuming Lender) and
the Borrower, on or before 1:00 P.M. (New York City time), by telecopier,
of the occurrence of the Commitment Increase to be effected on such Increase
Date and shall record in the Register the relevant information with respect to
each Increasing Lender and each Assuming Lender on such date.  Each Increasing Lender and each Assuming
Lender shall, before 2:00 P.M. (New York City time) on the Increase Date,
make available for the account of its Lending Installation to the
Administrative Agent at the Administrative Agent’s address specified pursuant
to Article XIII, in same day funds, in the case of such Assuming Lender,
an amount equal to such Assuming Lender’s ratable portion of the Advances then
outstanding (calculated based on its Commitment as a percentage of the
aggregate Commitments outstanding after giving effect to the relevant
Commitment Increase) and, in the case of such Increasing Lender, an amount
equal to the excess of (i) such Increasing Lender’s ratable portion of the
Advances then outstanding (calculated based on its Commitment as a percentage
of the aggregate Commitments outstanding after giving effect to the relevant
Commitment Increase) over (ii) such Increasing Lender’s ratable portion of
the Advances then outstanding (calculated based on its Commitment (without
giving effect to the relevant Commitment Increase) as a percentage of the
aggregate Commitments (without giving effect to the relevant Commitment
Increase)).  After the Administrative
Agent’s receipt of such funds from each such Increasing Lender and each such
Assuming Lender, the Administrative Agent will promptly thereafter cause to be
distributed like funds to the other Lenders for the account of their respective
Lending Installation in an amount to each other Lender such that the aggregate
amount of the outstanding Loans owing to each Lender after giving effect to
such distribution equals such Lender’s ratable portion of the Advances then
outstanding (calculated based on its Commitment as a percentage of the
aggregate Commitments outstanding after giving effect to the relevant
Commitment Increase).


 


2.20.                        Replacement of Lender. 
If (a) the Borrower is required pursuant to Section 3.1,
3.2 or 3.5 to make any additional payment to any Lender,
(b) any Lender’s obligation to make or continue, or to convert Alternate
Base Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3,
or (c) any Lender is a Defaulting Lender (any Lender so affected an “Affected
Lender”), the Borrower may elect, if such amounts continue to be charged or
such suspension is still effective, to replace such Affected Lender as a Lender
party to this Agreement, provided that no Default or Unmatured Default
shall have occurred and be continuing at the time of such replacement, and provided
further that, concurrently with such replacement, (i) another bank
or other entity which is reasonably satisfactory to the Borrower 


 


20

















 


and the
Administrative Agent shall agree, as of such date, to purchase for cash the
Advances at par and other Obligations due to the Affected Lender pursuant to an
assignment substantially in the form of Exhibit C and to become a
Lender for all purposes under this Agreement and to assume all obligations of
the Affected Lender to be terminated as of such date and to comply with the
requirements of Section 12.3 applicable to assignments, and
(ii) the Borrower and/or the assignee shall pay to such Affected Lender in
same day funds on the day of such replacement (A) all interest, fees and
other amounts then accrued but unpaid to such Affected Lender by the Borrower
hereunder to and including the date of termination, including without
limitation payments due to such Affected Lender under Sections 3.1, 3.2
and 3.5, and (B) an amount, if any, equal to the payment which
would have been due to such Lender on the day of such replacement under Section 3.4
had the Loans of such Affected Lender been prepaid on such date rather than
sold to the replacement Lender.


 


2.21.                        Defaulting Lenders. 
Anything contained herein to the contrary notwithstanding, if any Lender
defaults in its obligation to fund (a “Funding Default”) any Loan within
one Business Day after the date required to be funded by it (in each case, a “Defaulted
Loan”) or has (or whose parent company has) become the subject of a
bankruptcy or insolvency proceeding or has had a receiver or conservator
appointed with respect to such Lender (or any parent company of such Lender) at
the direction or request of any regulatory agency or authority (or similar
regulatory action has been taken with respect to such Lender or parent company
of such Lender) (in each case, a “Defaulting Lender”; provided,
that a Lender shall not become a Defaulting Lender solely as the result of
either (1) the acquisition or maintenance of an ownership interest in such
Lender or Person controlling such Lender by a Governmental Authority or an
instrumentality thereof, or (2) the exercise of control over such Lender
or Person controlling such Lender by a Governmental Authority or an
instrumentality thereof incident to such ownership interest), then (a) to the extent permitted by
applicable law, until such time as the Default Excess with respect to such
Defaulting Lender shall have been reduced to zero, any prepayment of the Loans
shall, if the Borrower so directs at the time of making such prepayment, be
applied to the Loans of other Lenders as if such Defaulting Lender had no Loans
outstanding and (b) the aggregate amount of the Loans as at any date of
determination shall be calculated as if such Defaulting Lender had funded all
Defaulted Loans of such Defaulting Lender. 
No Commitment of any Lender shall be increased or otherwise affected,
and, except as otherwise expressly provided in this Section 2.21,
performance by the Borrower of its obligations hereunder shall not be excused
or otherwise modified as a result of any Funding Default or the operation of
this Section 2.21.  The
rights and remedies against a Defaulting Lender under this Section 2.21
are in addition to other rights and remedies that the Borrower, the
Administrative Agent or any other Lender may have against such Defaulting
Lender with respect to any Funding Default.


 


ARTICLE
III


YIELD
PROTECTION; TAXES


 


3.1.                              Yield Protection. 
If, on or after the date of this Agreement, the adoption of any law or
any governmental or quasi-governmental rule, regulation, policy, guideline or
directive (whether or not having the force of law), or any change in the
interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance by any Lender or 


 


21

















 


applicable Lending
Installation with any request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency:


 


(a)                                  subjects any
Lender or any applicable Lending Installation to any Taxes, or changes the
basis of taxation of payments (other than with respect to Excluded Taxes) to
any Lender in respect of its Eurodollar Loans, or


 


(b)                                 imposes or
increases or deems applicable any reserve, assessment, insurance charge,
special deposit or similar requirement against assets of, deposits with or for
the account of, or credit extended by, any Lender or any applicable Lending
Installation (other than reserves and assessments taken into account in determining
the interest rate applicable to Eurodollar Advances), or


 


(c)                                  imposes any
other condition the result of which is to increase the cost to any Lender or
any applicable Lending Installation of making, funding or maintaining its
Eurodollar Loans, or reduces any amount receivable by any Lender or any
applicable Lending Installation in connection with its Eurodollar Loans, or
requires any Lender or any applicable Lending Installation to make any payment
calculated by reference to the amount of Eurodollar Loans, held or interest
received by it, by an amount deemed material by such Lender,


 


and the result of any of
the foregoing is to increase the cost to such Lender or applicable Lending
Installation of making or maintaining its Eurodollar Loans or Commitment or to
reduce the return received by such Lender or applicable Lending Installation in
connection with such Eurodollar Loans or Commitment, then, within fifteen (15)
days of demand by such Lender as provided in Section 3.6, the
Borrower shall pay such Lender such additional amount or amounts as will
compensate such Lender for such increased cost or reduction in amount received.


 


3.2.                              Changes in Capital Adequacy Regulations. 
If a Lender determines the amount of capital required or expected to be
maintained by such Lender, any Lending Installation of such Lender or any
corporation controlling such Lender is increased as a result of a Change, then,
within fifteen (15) days of demand by such Lender as provided in Section 3.6,
the Borrower shall pay such Lender the amount necessary to compensate for any
shortfall in the rate of return on the portion of such increased capital which
such Lender determines is attributable to this Agreement, its Outstanding
Credit Exposure or its Commitment to make Loans hereunder (after taking into
account such Lender’s policies as to capital adequacy).  “Change” means (a) any change
after the date of this Agreement in the Risk-Based Capital Guidelines or
(b) any adoption of or change in any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the date of this
Agreement which affects the amount of capital required or expected to be
maintained by any Lender or any Lending Installation or any Person controlling
any Lender.  “Risk-Based Capital
Guidelines” means (a) the risk-based capital guidelines in effect in
the United States on the date of this Agreement, including transition rules,
and (b) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988 report of
the Basel Committee on Banking Regulation and Supervisory Practices entitled
“International Convergence of Capital Measurements and Capital Standards,”
including 


 


22

















 


transition rules,
and any amendments to such regulations adopted prior to the date of this
Agreement.


 


3.3.                              Availability of Types of Advances. 
If any Lender determines that maintenance of its Eurodollar Loans at a
suitable Lending Installation would violate any applicable law, rule,
regulation, interpretation or directive, whether or not having the force of
law, or if the Required Lenders determine that (a) deposits of a type and
maturity appropriate to match fund Eurodollar Advances are not available or
(b) the interest rate applicable to Eurodollar Advances does not
accurately or fairly reflect the cost of making or maintaining Eurodollar
Advances, then the Administrative Agent shall suspend the availability of
Eurodollar Advances and require any affected Eurodollar Advances to be repaid
or converted to Alternate Base Rate Advances, subject to the payment of any
funding indemnification amounts required by Section 3.4.


 


3.4.                              Funding Indemnification.  If any payment of a Eurodollar Advance occurs
on a date prior to the last day of the applicable Interest Period, whether
because of acceleration, prepayment or otherwise, or a Eurodollar Advance is
not made on the date specified by the Borrower for any reason other than
default by the Lenders, the Borrower will indemnify each Lender for any loss or
cost incurred by it resulting therefrom, including, without limitation, any
loss or cost in liquidating or employing deposits acquired to fund or maintain
such Eurodollar Advance.


 


3.5.                              Taxes. 
(a) Subject to applicable law, all payments by the Borrower to or
for the account of any Lender or the Administrative Agent hereunder or under
any Note shall be made free and clear of and without deduction for any and all Taxes.  Subject to subsection (c) below and Section 3.6,
if the Borrower shall be required by law to deduct any Taxes from or in respect
of any sum payable hereunder to any Lender or the Administrative Agent,
(i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 3.5) such Lender or the Administrative
Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make
such deductions, (iii) the Borrower shall pay the full amount deducted to
the relevant authority in accordance with applicable law and (iv) the
Borrower shall furnish to the Administrative Agent the original copy of a
receipt evidencing payment thereof within thirty (30) days after such payment
is made.


 


(b)                                 In addition, the Borrower hereby agrees
to pay any present or future stamp or documentary taxes and any other excise or
property taxes, charges or similar levies which arise from any payment made
hereunder or under any Note or from the execution or delivery of, or otherwise
with respect to, this Agreement or any Note (“Other Taxes”).


 


(c)                                  The Borrower hereby agrees to indemnify
the Administrative Agent and each Lender for the full amount of Taxes or Other
Taxes (including, without limitation, any Taxes or Other Taxes imposed on
amounts payable under this Section 3.5) paid by the Administrative
Agent or such Lender and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto.  Payments due under this indemnification shall
be made within thirty (30) days of the date the Administrative Agent or such
Lender makes demand therefor pursuant to Section 3.6.


 


23

















 


(d)                                 Each Lender that is not incorporated
under the laws of the United States of America or a state thereof (each a “Non-U.S.
Lender”) agrees that it will, not more than ten (10) Business Days
after the date of this Agreement (or, in the case of a Lender who becomes a
party hereto after the date of this Agreement, the date it becomes a party
hereto), deliver to each of the Borrower and the Administrative Agent two duly
completed copies of United States Internal Revenue Service Form W-8BEN or
W-8ECI or W-8IMY (and any required attachments), certifying in either case that
such Lender is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes.  Each Non-U.S. Lender further undertakes, to
the extent lawful at such time, to deliver to each of the Borrower and the
Administrative Agent (i) renewals or additional copies of such form (or
any successor form) on or before the date that such form expires or becomes
obsolete, and (ii) after the occurrence of any event requiring a change in
the most recent forms so delivered by it, such additional forms or amendments
thereto as may be reasonably requested by the Borrower or the Administrative
Agent.  All forms or amendments described
in the preceding sentence shall certify that such Lender is entitled to receive
payments under this Agreement without deduction or withholding of any United
States federal income taxes, unless an event (including without limitation any
change in treaty, law or regulation) has occurred after the date it became a
Lender hereunder and prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form or
amendment with respect to it and such Lender advises the Borrower and the
Administrative Agent that it is not capable of receiving payments without any
deduction or withholding of United States federal income tax.  For purposes of this Section 3.5(d),
each change of a Lender’s Lending Installation in accordance with
Section 2.17 shall be treated as though such Lending Installation became a
party hereto on the date of such change of Lending Installation.


 


(e)                                  For any period during which a Non-U.S.
Lender has failed to provide the Borrower with an appropriate form pursuant to clause
(d), above (unless such failure is due to a change in treaty, law or
regulation, or any change in the interpretation or administration thereof by
any Governmental Authority, occurring subsequent to the date on which a form
originally was required to be provided), such Non-U.S. Lender shall not be
entitled to indemnification under this Section 3.5 with respect to
Taxes imposed by the United States; provided
that, should a Non-U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because of its failure
to deliver a form required under clause (d), above, the Borrower shall
take such steps as such Non-U.S. Lender shall reasonably request to assist such
Non-U.S. Lender to recover such Taxes.


 


(f)                                    Any Lender that is entitled to an
exemption from or reduction of withholding tax with respect to payments under
this Agreement or any Note pursuant to the law of any relevant jurisdiction or
any treaty shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law as will
permit such payments to be made without withholding or at a reduced rate.


 


(g)                                 If the U.S. Internal Revenue Service or
any other Governmental Authority of the United States or any other country or
any political subdivision thereof asserts a claim that the Administrative Agent
did not properly withhold tax from amounts paid to or for the account 


 


24

















 


of any Lender (because the appropriate form was not delivered or
properly completed, because such Lender failed to notify the Administrative
Agent of a change in circumstances which rendered its exemption from
withholding ineffective, or for any other reason not caused by or constituting
gross negligence or willful misconduct of the Administrative Agent), such
Lender shall indemnify the Administrative Agent fully for all amounts paid,
directly or indirectly, by the Administrative Agent as tax, withholding
therefor, or otherwise, including penalties and interest, and including taxes
imposed by any jurisdiction on amounts payable to the Administrative Agent
under this subsection, together with all reasonable costs and expenses related
thereto (including reasonable attorneys fees and reasonable time charges of
attorneys for the Administrative Agent, which attorneys may be employees of the
Administrative Agent).  The obligations
of the Lenders under this Section 3.5(g) shall survive the
payment of the Obligations and termination of this Agreement.


 


3.6.                              Lender Statements; Survival of Indemnity. 
To the extent reasonably possible, each Lender shall designate an
alternate Lending Installation with respect to its Eurodollar Loans to reduce
any liability of the Borrower to such Lender under Sections 3.1, 3.2
and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3,
so long as such designation is not, in the judgment of such Lender,
disadvantageous to such Lender.  Each
Lender shall deliver a written statement of such Lender to the Borrower (with a
copy to the Administrative Agent) as to the amount due, if any, under Section 3.1,
3.2, 3.4 or 3.5. 
Such written statement shall set forth in reasonable detail the
calculations upon which such Lender determined such amount and shall be final,
conclusive and binding on the Borrower in the absence of manifest error.  If any Lender fails to deliver such written
statement within 180 days after the date on which the Lender becomes aware of
the event or occurrence giving rise to such claim, the Borrower shall have no
obligation to reimburse, compensate or indemnify such Lender with
respect to any such claim under this Article III for any period
more than 180 days before the date on which such statement is delivered.  Determination of amounts payable under such
Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded
its Eurodollar Loan through the purchase of a deposit of the type and maturity
corresponding to the deposit used as a reference in determining the Eurodollar
Rate applicable to such Loan, whether in fact that is the case or not.  Unless otherwise provided herein, the amount
specified in the written statement of any Lender shall be payable on demand
after receipt by the Borrower of such written statement.  The obligations of the Borrower under Sections
3.1, 3.2, 3.4 and 3.5 shall survive payment of the
Obligations and termination of this Agreement.


 


ARTICLE
IV


CONDITIONS
PRECEDENT


 


4.1.                              Effectiveness. 
This Agreement shall not become effective unless and until the Borrower
has furnished the following to the Administrative Agent with sufficient copies
for the Lenders and the other conditions set forth below have been satisfied:


 


(a)                                  Charter
Documents; Good Standing Certificates.  Copies of the certificate of incorporation of
the Borrower, together with all amendments thereto, both certified by the
appropriate governmental officer in its jurisdiction of incorporation, together
with a good standing certificate issued by the Secretary of State of the
jurisdiction of its incorporation and such other jurisdictions as shall be
requested by the Administrative Agent as well as 


 


25

















 


any other information required by Section 326
of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender
to verify the identity of the Borrower as required by Section 326 of the
USA PATRIOT ACT.


 


(b)                                 By-Laws and
Resolutions.  Copies,
certified by the Secretary or Assistant Secretary of the Borrower, of its
by-laws and of its Board of Directors’ resolutions authorizing the execution,
delivery and performance of the Loan Documents.


 


(c)                                  Secretary’s
Certificate.  An
incumbency certificate, executed by the Secretary or Assistant Secretary of the
Borrower, which shall identify by name and title and bear the signature of the officers
of the Borrower authorized to sign the Loan Documents and to make borrowings
hereunder, upon which certificate the Administrative Agent and the Lenders
shall be entitled to rely until informed of any change in writing by the
Borrower.


 


(d)                                 Officer’s
Certificate.  A
certificate, dated the date of this Agreement, signed by an Authorized Officer
of the Borrower, in form and substance satisfactory to the Administrative
Agent, to the effect that:  (i) on
such date (both before and after giving effect to the making of any Credit
Extension hereunder on such date) no Default or Unmatured Default has occurred
and is continuing; (ii) each of the representations and warranties set
forth in Article V of this Agreement is true and correct on and as
of such date; and (iii) since December 31, 2008, excluding the effect
of any Disclosed Claims, no event or change has occurred that has caused or
evidences a Material Adverse Effect.


 


(e)                                  Legal Opinions
of Counsel to Borrower. 
Written opinions of (i) internal counsel to the Borrower and
(ii) Sidley Austin LLP, special counsel to the Borrower, addressed to the
Administrative Agent and the Lenders in form and substance acceptable to the
Administrative Agent and its counsel.


 


(f)                                    Legal Opinion
of Counsel to Administrative Agent.  A written opinion of Shearman &
Sterling LLP, counsel for the Administrative Agent, in form and substance
satisfactory to the Administrative Agent.


 


(g)                                 Notes.  Any Notes requested by a Lender pursuant to Section 2.13
payable to the order of each such requesting Lender.


 


(h)                                 Loan Documents.  Executed originals of this Agreement and each
of the other Loan Documents, which shall be in full force and effect, together
with all schedules, exhibits, certificates, instruments, opinions, documents
and financial statements required to be delivered pursuant hereto and thereto.


 


(i)                                     Payment of Fees.  The Borrower shall have paid all fees due to
Citibank under the fee letter dated October 27, 2009.


 


(j)                                     Existing Credit
Agreement.  The
Existing Credit Agreement shall have expired or been terminated and all amounts
owing thereunder (including all principal, interest and accrued fees) shall
have been paid (or shall contemporaneously be paid) in full.  By execution of this Agreement, each of the
Lenders that is a lender under the 


 


26

















 


Existing Credit Agreement hereby waives any
requirement set forth in the Existing Credit Agreement of prior notice of the
termination of the commitments thereunder.


 


(k)                                  Other.  Such other documents as the Administrative
Agent, any Lender or their counsel may have reasonably requested.


 


4.2.                              Each Credit Extension. 
The Lenders shall not be required to make any Credit Extension unless on
the applicable Credit Extension Date:


 


(a)                                  There exists no
Default or Unmatured Default and none would result from such Credit Extension;


 


(b)                                 The
representations and warranties contained in Article V (other than Section 5.6)
are true and correct as of such Credit Extension Date, both before and after
giving effect to such Credit Extension;


 


(c)                                  A Borrowing
Notice shall have been properly submitted; and


 


(d)                                 All legal matters incident to the making of such Credit
Extension shall be satisfactory to the Administrative Agent and its counsel.


 


Each Borrowing
Notice with respect to each such Credit Extension shall constitute a
representation and warranty by the Borrower that the conditions contained in Section 4.2
have been satisfied.


 


4.3.                              Each Commitment Increase. 
The Commitments shall not be increased in accordance with
Section 2.19 unless on the applicable Increase Date:


 


(a)                                  There exists no
Default or Unmatured Default and none would result from such Commitment
Increase;


 


(b)                                 The
representations and warranties contained in Article V are true and
correct as of such Increase Date after giving effect to such Commitment
Increase; and


 


(c)                                  All legal matters incident to the making of such Commitment
Increase shall be satisfactory to the Administrative Agent and its counsel.


 


Each notice of
Commitment Increase with respect to each such Commitment Increase shall
constitute a representation and warranty by the Borrower that the conditions
contained in Section 4.3 have been satisfied.


 


ARTICLE
V


REPRESENTATIONS
AND WARRANTIES


 


The Borrower represents and warrants to the Lenders
that:


 


5.1.                              Corporate Existence and Standing. 
Each of the Borrower and its Subsidiaries (other than Immaterial
Subsidiaries) is duly organized, validly existing and in good standing (to 


 


27

















 


the extent the
concept applies to such entity) under the laws of its jurisdiction of
organization and is duly qualified and in good standing (to the extent the
concept applies to such entity) and is duly authorized to conduct its business
in each jurisdiction in which its business is conducted or proposed to be
conducted except where failure to be in such good standing or so qualified or
authorized could not reasonably be expected to have a Material Adverse Effect.


 


5.2.                              Authorization and Validity. 
The Borrower has all requisite power and authority (corporate and
otherwise) and legal right to execute and deliver each of the Loan Documents to
which it is a party and to perform its obligations thereunder.  The execution and delivery by the Borrower of
the Loan Documents to which it is a party and the performance of its
obligations thereunder have been duly authorized by proper corporate
proceedings and such Loan Documents constitute legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with
their terms, except as enforceability may be limited by bankruptcy, insolvency
or similar laws affecting the enforcement of creditors’ rights generally.


 


5.3.                              Compliance with Laws and Contracts. 
The Borrower and its Subsidiaries have complied in all material respects
with all applicable statutes, rules, regulations, orders and restrictions of
any domestic or foreign government, or any instrumentality or agency thereof,
having jurisdiction over the conduct of their respective businesses or the
ownership of their respective properties, except where the failure to so comply
could not reasonably be expected to have a Material Adverse Effect.  Neither the execution and delivery by the
Borrower of the Loan Documents to which it is a party, the application of the
proceeds of the Loans, or any other transaction contemplated in the Loan
Documents, nor compliance with the provisions of the Loan Documents will, or at
the relevant time did, (a) violate any law, rule, regulation (including
Regulation U), order, writ, judgment, injunction, decree or award binding on
the Borrower or any Subsidiary or the Borrower’s or any Subsidiary’s charter,
articles or certificate of incorporation or by-laws, (b) violate the
provisions of or require the approval or consent of any party to any indenture,
instrument or agreement to which the Borrower or any Subsidiary is a party or
is subject, or by which it, or its property, is bound, or conflict with or
constitute a default thereunder, or result in the creation or imposition of any
Lien (other than Liens permitted by the Loan Documents) in, of or on the
property of the Borrower or any Subsidiary pursuant to the terms of any such
indenture, instrument or agreement, or (c) require any consent of the
stockholders of any Person, except for any violation of, or failure to obtain
an approval or consent required under, any such indenture, instrument or
agreement that could not reasonably be expected to have a Material Adverse
Effect.


 


5.4.                              Governmental Consents. 
No order, consent, approval, qualification, license, authorization, or
validation of, or filing, recording or registration with, or exemption by, or
other action in respect of, any court, governmental or public body or
authority, or any subdivision thereof, any securities exchange or other Person
is or at the relevant time was required to authorize, or is or at the relevant
time was required in connection with the execution, delivery, consummation or
performance of, or the legality, validity, binding effect or enforceability of,
any of the Loan Documents, the application of the proceeds of the Loans or any
other transactions contemplated in the Loan Documents.  Neither the Borrower nor any Subsidiary is in
default under or in violation of any foreign, federal, state or local law,
rule, regulation, order, writ, judgment, injunction, decree or award binding
upon or applicable to the Borrower or such 


 


28

















 


Subsidiary, in
each case the consequence of which default or violation could reasonably be
expected to have a Material Adverse Effect.


 


5.5.                              Financial Statements. 
The Borrower has heretofore furnished to each of the Lenders
(a) the December 31, 2008 audited consolidated financial statements
of the Borrower and its Subsidiaries, and (b) the unaudited consolidated
financial statements of the Borrower and its Subsidiaries through
September 30, 2009 (collectively, the “Financial Statements”).  Each of the Financial Statements was prepared
in accordance with generally accepted accounting principles and fairly presents
the consolidated financial condition and operations of the Borrower and its
Subsidiaries at such dates and the consolidated results of their operations for
the respective periods then ended (except, in the case of such unaudited
statements, for normal year-end audit adjustments).


 


5.6.                              Material Adverse Change. 
Since December 31, 2008, excluding the effect of any Disclosed
Claims, there has been no material adverse change in the business, Property,
condition (financial or otherwise), operations or prospects of the Borrower and
its Subsidiaries taken as a whole.


 


5.7.                              Taxes.  The Borrower
and its Subsidiaries have filed or caused to be filed on a timely basis and in
correct form all United States federal, state and other material tax returns
which are required to be filed and have paid all taxes due pursuant to said
returns or pursuant to any assessment received by the Borrower or any
Subsidiary, except such taxes, if any, as are being contested in good faith and
as to which adequate reserves have been provided in accordance with generally
accepted accounting principles and as to which no Lien exists.  As of the date hereof, the United States
income tax returns of the Borrower on a consolidated basis have been audited by
the Internal Revenue Service through its Fiscal Year ending December 31,
2006.  No tax liens have been filed and
no claims are being asserted with respect to any such taxes which could
reasonably be expected to have a Material Adverse Effect.  The charges, accruals and reserves on the
books of the Borrower and its Subsidiaries in respect of any taxes or other
governmental charges are in accordance with generally accepted accounting
principles.


 


5.8.                              Litigation and Contingent Obligations. 
There is no litigation, arbitration, proceeding, inquiry or governmental
investigation (including, without limitation, by the Federal Trade Commission)
pending or, to the knowledge of any of their officers, threatened against or
affecting the Borrower or any Subsidiary or any of their respective Properties
that could reasonably be expected to have a Material Adverse Effect or to
prevent, enjoin or unduly delay the making of any Credit Extensions under this
Agreement, except for Disclosed Claims.


 


5.9.                              ERISA.  Neither the
Borrower nor any other member of the Controlled Group maintains, or is
obligated to contribute to, any Multiemployer Plan or has incurred, or is
reasonably expected to incur, any withdrawal liability to any Multiemployer
Plan.  Each Plan complies in all material
respects with its terms and with all applicable requirements of law and
regulations.  Neither the Borrower nor
any member of the Controlled Group has, with respect to any Plan, failed to
make any contribution or pay any amount required under Section 412 of the
Code or Section 302 of ERISA or the terms of such Plan which could
reasonably be expected to have a Material Adverse Effect.  There are no pending or, to the knowledge of
the Borrower, threatened claims, actions, investigations or lawsuits against
any Plan, any fiduciary thereof, or 


 


29

















 


the Borrower or
any member of the Controlled Group with respect to a Plan which could
reasonably be expected to have a Material Adverse Effect.  Neither the Borrower nor any member of the
Controlled Group has engaged in any prohibited transaction (as defined in
Section 4975 of the Code or Section 406 of ERISA) in connection with
any Plan which would subject such Person to any material liability.  No Termination Event has occurred or is
reasonably expected to occur with respect to any Plan which could reasonably be
expected to have a Material Adverse Effect.


 


5.10.                        Defaults.  No Default or
Unmatured Default has occurred and is continuing.


 


5.11.                        Regulation U. 
Margin Stock constitutes less than 25% of those assets of the Borrower
and its Subsidiaries which are subject to any limitation on sale, pledge or
other restriction hereunder.  Neither the
Borrower nor any Subsidiary is engaged, directly or indirectly, principally, or
as one of its important activities, in the business of extending, or arranging
for the extension of, credit for the purpose of purchasing or carrying Margin
Stock.  No part of the proceeds of any
Loan will be used in a manner which would violate, or result in a violation of,
Regulation U.  Neither the making of any
Advance hereunder nor the use of the proceeds thereof will violate or be
inconsistent with the provisions of Regulation U.


 


5.12.                        Investment Company. 
Neither the Borrower nor any Subsidiary is, or after giving effect to
any Advance will be, an “investment company” or a company “controlled” by an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 


5.13.                        Ownership of Properties. 
As of the date of this Agreement, the Borrower and its Subsidiaries have
a subsisting leasehold interest in, or good and marketable title, free of all
Liens, other than those permitted by Section 6.12 or by any of the
other Loan Documents, to all of the properties and assets reflected in the
Financial Statements as being owned by it, except for assets sold, transferred
or otherwise disposed of in the ordinary course of business since the date
thereof.  The Borrower and its
Subsidiaries own or possess rights to use all licenses, patents, patent
applications, copyrights, service marks, trademarks and trade names necessary
to continue to conduct their business as currently conducted, and no such
license, patent or trademark has been declared invalid, been limited by order
of any court or by agreement or is the subject of any infringement,
interference or similar proceeding or challenge, except for proceedings and
challenges which could not reasonably be expected to have a Material Adverse
Effect.


 


5.14.                        Material Agreements. 
Neither the Borrower nor any Subsidiary is a party to any agreement or
instrument or subject to any charter or other corporate restriction which could
reasonably be expected to have a Material Adverse Effect or which restricts or
imposes conditions upon the ability of any Subsidiary to (a) pay dividends
or make other distributions on its capital stock, (b) make loans or
advances to the Borrower or (c) repay loans or advances from the
Borrower.  Neither the Borrower nor any
Subsidiary is in default in the performance, observance or fulfillment of any
of the obligations, covenants or conditions contained in any agreement to which
it is a party, which default could reasonably be expected to have a Material
Adverse Effect.


 


30
















 


5.15.                        Environmental Laws. 
There are no claims, investigations, litigation, administrative
proceedings, notices, requests for information, whether pending or threatened,
or judgments or orders asserting violations of applicable federal, state and
local environmental, health and safety statutes, regulations, ordinances,
codes, rules, orders, decrees, directives and standards (“Environmental Laws”)
or relating to any toxic or hazardous waste, substance or chemical or any
pollutant, contaminant, chemical or other substance defined or regulated
pursuant to any Environmental Law, including, without limitation, asbestos,
petroleum, crude oil or any fraction thereof (“Hazardous Materials”)
asserted against the Borrower or any of its Subsidiaries which, in any case,
could reasonably be expected to have a Material Adverse Effect.  Neither the Borrower nor any Subsidiary has
caused or permitted any Hazardous Materials to be Released, either on or under
real property, currently or formerly, legally or beneficially owned or operated
by the Borrower or any Subsidiary or on or under real property to which the
Borrower or any of its Subsidiaries transported, arranged for the transport or
disposal of, or disposed of Hazardous Materials, which Release could reasonably
be expected to have a Material Adverse Effect.


 


5.16.                        Insurance.  The Borrower
and its Subsidiaries maintain, with financially sound and reputable insurance
companies, insurance on their Property in such amounts and covering such risks
as is consistent with sound business practice.


 


5.17.                        Insurance Licenses. 
No material license, permit or authorization of the Borrower or any
Subsidiary to engage in the business of insurance or insurance-related
activities is the subject of a proceeding for suspension or revocation, except
where such suspension or revocation would not individually or in the aggregate
have a Material Adverse Effect.


 


5.18.                        Disclosure.  None of the (a) information,
exhibits or reports furnished or to be furnished by the Borrower or any
Subsidiary to the Administrative Agent or to any Lender in connection with the
negotiation of the Loan Documents, or (b) representations or warranties of
the Borrower or any Subsidiary contained in this Agreement, the other Loan
Documents, or any other document, certificate or written statement furnished to
the Administrative Agent or the Lenders by or on behalf of the Borrower or any
Subsidiary for use in connection with the transactions contemplated by this
Agreement, as the case may be, when taken together, as of the date of its
delivery, contained, contains or will contain any untrue statement of a
material fact or omitted, omits or will omit to state a material fact necessary
in order to make the statements contained herein or therein not misleading in
light of the circumstances in which the same were made.  As of the date hereof, there is no fact known
to the Borrower (other than matters of a general economic nature) that has had
or could reasonably be expected to have a Material Adverse Effect and that has
not been disclosed herein or in such other documents, certificates and
statements furnished to the Lenders for use in connection with the transactions
contemplated by this Agreement.


 


ARTICLE VI


COVENANTS


 


So long as any Loan shall remain unpaid or any Lender shall have any
Commitment hereunder, unless the Required Lenders shall otherwise consent in
writing:


 


31

















 


6.1.                              Financial Reporting. 
The Borrower will maintain, for itself and its Subsidiaries, a system of
accounting established and administered in accordance with generally accepted
accounting principles, consistently applied, and will furnish to the Lenders:


 


(a)                                  As soon as practicable and in any event within ninety
(90) days after the close of each of its Fiscal Years, an unqualified audit
report certified by independent certified public accountants, acceptable to the
Lenders, prepared in accordance with generally accepted accounting principles
on a consolidated basis for itself and its Subsidiaries, including balance
sheets as of the end of such period and related statements of income, retained
earnings and cash flows accompanied by (A) any management letter prepared
by said accountants and (B) a certificate of said accountants that, in the
course of their examination necessary for their certification of the foregoing,
they have obtained no knowledge of any Default or Unmatured Default, or if, in
the opinion of such accountants, any Default or Unmatured Default shall exist,
stating the nature and status thereof.


 


(b)                                 As soon as practicable and in any event within 45 days
after the close of the first three Fiscal Quarters of each of its Fiscal Years,
for itself and its Subsidiaries, consolidated unaudited balance sheets as at
the close of each such period and consolidated statements of income, retained
earnings and cash flows for the period from the beginning of such Fiscal Year
to the end of such quarter, all certified by its president or chief financial
officer.


 


(c)                                  Together with
the financial statements required by clauses (a) and (b) above,
a certificate in substantially the form of Exhibit B hereto signed
by its president or chief financial officer (i) showing the calculations
necessary to determine compliance with Sections 6.12(k), 6.16(f),
6.17 and 6.19(h), provided that in the event of any change
in generally accepted accounting principles used in the preparation of such
financial statements, the Borrower shall also provide, if necessary for the
determination of compliance with Section 6.17, a statement of reconciliation
conforming such financial statements to Agreement Accounting Principles, and (ii) stating
that no Default or Unmatured Default exists, or if any Default or Unmatured
Default exists, stating the nature and status thereof.


 


(d)                                 Promptly upon learning thereof,
notice that a Single Employer Plan of the Borrower or any member of the
Controlled Group is in “at risk” status within the meaning of Section 303
of ERISA or Section 430(i)(4) of the Code, and within 270 days
after the close of each Fiscal Year, a statement of the Funded Target
Attainment Percentage of each Single Employer Plan, certified as correct by an
actuary enrolled under ERISA.


 


(e)                                  As soon as possible and in any event within ten (10) days
after the Borrower knows that any Termination Event has occurred with respect
to any Plan, a statement, signed by the chief financial officer of the
Borrower, describing said Termination Event and the action which the Borrower
proposes to take with respect thereto.


 


32

















 


(f)                                    As soon as possible and in any event within ten (10) days
after the Borrower learns thereof, notice of the assertion or commencement of
any claims, action, suit or proceeding against or affecting the Borrower or any
Subsidiary which may reasonably be expected to have a Material Adverse Effect.


 


(g)                                 Promptly upon learning thereof, notice of any change
in the credit rating of the Borrower’s senior unsecured long term debt by
S&P or Moody’s.


 


(h)                                 Promptly upon the furnishing thereof to the
shareholders of the Borrower, copies of all financial statements, reports and
proxy statements so furnished (or links to pages on the Borrower’s website
where such information may be accessed).


 


(i)                                     Promptly upon the filing thereof, copies of all registration
statements and annual, quarterly, monthly or other regular reports which the
Borrower or any of its Subsidiaries files with the Securities and Exchange
Commission (or links to pages on the Borrower’s website where such
information may be accessed).


 


(j)                                     Such other information (including, without limitation,
non-financial information) as the Administrative Agent or any Lender may from
time to time reasonably request.


 


6.2.                              Use of Proceeds. 
The Borrower will, and will cause each Subsidiary to, use the proceeds
of the Credit Extensions to meet the general corporate needs of the Borrower
and its Subsidiaries, including commercial paper support and the refinancing of
existing indebtedness.  The Borrower will
not, nor will it permit any Subsidiary to, use any of the proceeds of the
Advances to purchase or carry any “margin stock” (as defined in Regulation U)
or to finance the acquisition of any Person which has not been approved and
recommended by the board of directors (or functional equivalent thereof) of
such Person.


 


6.3.                              Notice of Default. 
The Borrower will give prompt notice in writing to the Lenders of the
occurrence of (a) any Default or Unmatured Default and (b) any other
event or development, financial or other, relating specifically to the Borrower
or any of its Subsidiaries (and not of a general economic or political nature)
which could reasonably be expected to have a Material Adverse Effect.


 


6.4.                              Conduct of Business. 
The Borrower will, and will cause each Subsidiary to, (a) carry on
and conduct its business in substantially the same manner and in substantially
the same fields of enterprise as it is presently conducted, and will not, and
will not permit any of its Subsidiaries to, engage in any business other than (i) businesses
in the same fields of enterprise as now conducted by the Borrower and its
Subsidiaries or (ii) businesses that are reasonably related or incidental
thereto or that, in the judgment of the board of directors of the Borrower, are
reasonably expected to materially enhance the other businesses in which the
Borrower and its Subsidiaries are engaged, and (b) do all things necessary
to remain duly organized, validly existing and in good standing in its
jurisdiction of organization and maintain all requisite authority to conduct its
business in each jurisdiction in which its business is conducted, except where
failure to be in such good standing or so qualified or authorized could not
reasonably be expected to have a Material Adverse Effect; provided, however,
that nothing in this Section 6.4  


 


33

















 


shall prohibit the
dissolution or sale, transfer or other disposition of any Subsidiary that is
not otherwise prohibited by this Agreement.


 


6.5.                              Taxes.  The Borrower
will, and will cause each Subsidiary to, timely file complete and correct
United States federal and applicable foreign, state and local tax returns
required by applicable law and pay when due all taxes, assessments and
governmental charges and levies upon it or its income, profits or Property,
except those which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves have been set aside.


 


6.6.                              Insurance.  The Borrower
will, and will cause each Subsidiary to, maintain with financially sound and
reputable insurance companies insurance on all their Property in such amounts
and covering such risks as is consistent with sound business practice, and the
Borrower will furnish to the Administrative Agent and any Lender upon request
full information as to the insurance carried.


 


6.7.                              Compliance with Laws. 
The Borrower will, and will cause each Subsidiary to, comply with all
laws, rules, regulations, orders, writs, judgments, injunctions, decrees or
awards to which it may be subject, the failure to comply with which could
reasonably be expected to have a Material Adverse Effect.


 


6.8.                              Maintenance of Properties. 
The Borrower will, and will cause each Subsidiary to, do all things
necessary to maintain, preserve, protect and keep its Property in good repair,
working order and condition, and make all necessary and proper repairs,
renewals and replacements so that its business carried on in connection
therewith may be properly conducted at all times.


 


6.9.                              Inspection.  The Borrower
will, and will cause each Subsidiary to, permit the Administrative Agent and
the Lenders, by their respective representatives and agents, to inspect any of
the Property, corporate books and financial records of the Borrower and each
Subsidiary, to examine and make copies of the books of accounts and other
financial records of the Borrower and each Subsidiary, and to discuss the
affairs, finances and accounts of the Borrower and each Subsidiary with, and to
be advised as to the same by, their respective officers at such reasonable
times and intervals as the Lenders may designate.  The Borrower will keep or cause to be kept,
and cause each Subsidiary to keep or cause to be kept, appropriate records and
books of account in which complete entries are to be made reflecting its and
their business and financial transactions, such entries to be made in
accordance with generally accepted accounting principles consistently applied.


 


6.10.                        Capital Stock and Dividends. 
So long as any Default or Unmatured Default has occurred and is continuing
before or immediately after giving effect thereto, the Borrower will not
declare or pay any dividends or make any distributions on its capital stock
(other than dividends payable in its own capital stock) or redeem, repurchase
or otherwise acquire or retire any of its capital stock or any options or other
rights in respect thereof at any time outstanding.


 


6.11.                        Merger.  The Borrower
will not, nor will it permit any Subsidiary to, merge or consolidate with or
into any other Person, except that (a) a wholly-owned Subsidiary may merge
into the Borrower or any wholly-owned Subsidiary of the Borrower, (b) the
Borrower or any 


 


34

















 


Subsidiary may
merge or consolidate with any other Person so long as, in the case of a merger
or consolidation to which the Borrower is a party, the Borrower is the
surviving corporation, and, in the case of a merger or consolidation to which a
Subsidiary is a party and to which the Borrower is not a party, the surviving
corporation is a Subsidiary, and in any such case, prior to and after giving
effect to such merger or consolidation, no Default or Unmatured Default shall
exist and (c) any Subsidiary may enter into a merger or consolidation as a
means of effecting a disposition or acquisition which would not result in a
Default or Unmatured Default.


 


6.12.                        Liens.  The Borrower
will not, nor will it permit any Subsidiary to, create, incur, or suffer to
exist any Lien in, of or on the Property of the Borrower or any of its
Subsidiaries, except:


 


(a)  Liens for
taxes, assessments or governmental charges or levies on its Property if the
same shall not at the time be delinquent or thereafter can be paid without
penalty, or are being contested in good faith and by appropriate proceedings and
for which adequate reserves in accordance with generally accepted principles of
accounting shall have been set aside on its books;


 


(b)  Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and
other similar liens arising in the ordinary course of business which secure the
payment of obligations not more than sixty (60) days past due or which are
being contested in good faith by appropriate proceedings and for which adequate
reserves shall have been set aside on its books;


 


(c)  Liens
arising out of pledges or deposits under worker’s compensation laws,
unemployment insurance, old age pensions, or other social security or
retirement benefits, or similar legislation;


 


(d)  Utility
easements, building restrictions and such other encumbrances or charges against
real property as are of a nature generally existing with respect to properties
of a similar character and which do not in any material way affect the
marketability of the same or interfere with the use thereof in the business of
the Borrower or the Subsidiaries;


 


(e)  Banker’s
liens, rights of set-off or similar rights in favor of a depository institution
with respect to deposit accounts maintained with a depository institution in
the ordinary course of business and securing obligations with respect to the
maintenance of such accounts (and in no event securing any Indebtedness or
other obligations);


 


(f)  Any Lien
arising by operation of law in the ordinary course of business in respect of
any obligation which is less than sixty (60) days overdue or which is being
contested in good faith and by appropriate means and for which adequate
reserves have been made;


 


(g)  Liens
created by any of the Borrower or its Subsidiaries over deposits and
investments in the ordinary course of such Person’s insurance and reinsurance
business to comply with the requirements of any regulatory body of insurance or
insurance brokerage business;


 


35

















 


(h)  Any Liens
arising for the benefit of a credit institution pursuant to Clause 18
General Banking Conditions of the Netherlands Bankers Association (Algemene Voorwaarden  van de Nederlandse Vereniging van Banken)
in respect of any bank account held with a credit institution in the
Netherlands;


 


(i)  Liens over and
limited to the balance of credit balances on bank accounts of the Borrower and
its Subsidiaries created in order to facilitate the operation of such bank
accounts and other bank accounts of the Borrower and its Subsidiaries on a net
balance basis with credit balances and debit balances on the various accounts
being netted off for interest purposes;


 


(j)  Liens, if any, arising in connection with a Cananwill
Securitization; and


 


(k)  Other Liens securing an aggregate principal amount of obligations
at no time exceeding an amount equal to ten percent (10%) of Consolidated Net
Worth at such time.


 


6.13.                        Affiliates.  The Borrower
will not, and will not permit any Subsidiary to, enter into any transaction
(including, without limitation, the purchase or sale of any Property or
service) with, or make any payment or transfer to, any Affiliate except (a) for
transactions between the Borrower and any Wholly Owned Subsidiary of the
Borrower or between Wholly Owned Subsidiaries of the Borrower or (b) in
the ordinary course of business and pursuant to the reasonable requirements of
the Borrower’s or such Subsidiary’s business and upon fair and reasonable terms
no less favorable to the Borrower or such Subsidiary than the Borrower or such
Subsidiary would obtain in a comparable arm’s-length transaction.


 


6.14.                        Change in Fiscal Year. 
The Borrower shall not change its Fiscal Year to end on any date other
than December 31 of each year.


 


6.15.                        Inconsistent Agreements. 
The Borrower shall not, nor shall it permit any Subsidiary to, enter
into any indenture, agreement, instrument or other arrangement which, (a) directly
or indirectly prohibits or restrains, or has the effect of prohibiting or
restraining, or imposes materially adverse conditions upon, the incurrence of
the Obligations, the amending of the Loan Documents or the ability of any
Subsidiary to (i) pay dividends or make other distributions on its capital
stock, (ii) make loans or advances to the Borrower, and (iii) repay
loans or advances from the Borrower or (b) contains any provision which
would be violated or breached by the making of Advances or by the performance
by the Borrower of any of its obligations under any Loan Document.


 


6.16.                        Dispositions. 
The Borrower will not make any Disposition or permit any Subsidiary to
make any Disposition, except:


 


(a)  Dispositions
of inventory in the ordinary course of business;


 


(b)  Dispositions
of Property to the Borrower or any Subsidiary of the Borrower;


 


(c)  Dispositions
of premium finance receivables pursuant to (i) the Second Amended and
Restated Purchase Agreement, dated as of March 30, 2001, by and among
Cananwill Premium Credit Trust, Cananwill Corporation, the Borrower, the
Purchasers 


 


36

















 


and Managing Agents listed on the signature pages thereto and JP
Morgan Chase Bank, N.A. (successor by merger to Bank One, NA), as
Administrative Agent, (ii) the Receivables Purchase Agreement, dated as of
December 11, 2002, by and among Cananwill Canada Limited, the Borrower and
CIBC Mellon Trust Company, in its capacity as Trustee of Plaza Trust, (iii) the
Amended and Restated Receivables Purchase Agreement, dated as of December 19,
2002, by and among Cananwill Receivables Purchase Facility, L.L.C., Canawill
Europe Limited, the Borrower, the Purchasers and Managing Agents listed on the
signature pages thereto and JP Morgan Chase Bank, N.A. (successor by
merger to Bank One, NA), as administrative agent, and (iv) Receivables
Facilities Agreement, dated as of December 20, 2001, by and among Abel
Tasman Holdings Pty Limited, Cananwill Australia Pty Limited, Cananwill, Inc.
and ABN AMRO Asset Management (Australia) Limited, in each case as the same may
be modified, amended or supplemented from time to time, provided that such
modification, amendment or supplement does not change the fundamental nature
thereof (each, a “Cananwill Securitization”);


 


(d)  Dispositions
by Subsidiaries primarily engaged in insurance underwriting or related
activities from their investment portfolios in the ordinary course of business;


 


(e)  Dispositions
of investments in cash equivalents in the usual course of treasury business;
and


 


(f)  Any other
Disposition of Property which represents no more than 25% of the consolidated
assets of the Borrower and its Subsidiaries, as would be shown in the
consolidated financial statements of the Borrower and its Subsidiaries as at
the end of the quarter immediately preceding the date on which such
determination is made, to any other Person(s) in any Fiscal Year.


 


6.17.                        Financial Covenants.


 


6.17.1.               Consolidated Adjusted EBITDA to Consolidated Interest Expense. 
The Borrower will maintain as of the last day of each Measurement Period
a ratio of Consolidated Adjusted EBITDA to Consolidated Interest Expense of not
less than 4.0 to 1.0.


 


6.17.2.               Consolidated Leverage Ratio.  The Borrower
will maintain as of the last day of each Measurement Period a Consolidated
Leverage Ratio of not more than 3.0 to 1.0.


 


6.18.                        ERISA.  The Borrower
will (a) fulfill, and cause each member of the Controlled Group to
fulfill, its obligations under the minimum funding standards of ERISA and the
Code with respect to each Plan, (b) comply, and cause each member of the
Controlled Group to comply, with all applicable provisions of ERISA and the
Code with respect to each Plan, except where such failure or noncompliance
individually or in the aggregate would not have a Material Adverse Effect and (c) not,
and not permit any member of the Controlled Group to, (i) seek a waiver of
the minimum funding standards under ERISA, (ii) terminate or withdraw from
any Plan or (iii) take any other action with respect to any Plan which
would reasonably be expected 


 


37

















 


to entitle the
PBGC to terminate, impose liability in respect of, or cause a trustee to be
appointed to administer, any Plan, unless the actions or events described in
the foregoing clauses (i), (ii) or (iii) individually or in the
aggregate would not have a Material Adverse Effect.


 


6.19.                        Indebtedness. 
The Borrower will not permit any Subsidiary to create, incur, assume or
suffer to exist any Indebtedness, except:


 


(a)                                  Indebtedness under the Loan Documents;


 


(b)                                 Indebtedness under the Euro Facility, and
any renewal and refinancing thereof, provided that the committed amount thereof
is not increased and no other Subsidiary (other than a Subsidiary that becomes
a borrower thereunder) becomes obligated in respect thereof;


 


(c)                                  Indebtedness owed to the Borrower or
another Subsidiary of the Borrower;


 


(d)                                 Indebtedness under performance bonds,
surety bonds or letter of credit obligations to provide security under worker’s
compensation laws, unemployment insurance, old age pensions, or other social
security or retirement benefits, or similar legislation, and bank overdrafts,
in each case, incurred in the ordinary course of business;


 


(e)                                  Indebtedness of any Subsidiary existing
as of the date hereof (other than Indebtedness described in clause (a) or (b) above),
and any renewal and refinancing thereof, provided that the principal amount
thereof is not increased;


 


(f)                                    Indebtedness under Hedging Agreements
entered into in the ordinary course of business and not for speculative
purposes;


 


(g)                                 Indebtedness (to the extent such
Indebtedness either (i) arises under clause (i) of the definition of “Indebtedness”
or (ii) would not be reflected as indebtedness on a balance sheet of the
Borrower and its Subsidiaries, calculated on a consolidated basis) under any
Cananwill Securitization; and


 


(h)                                 other Indebtedness in an aggregate amount
outstanding at any time not to exceed €1,500,000,000 minus the amount of
Indebtedness then outstanding under the Euro Facility and any renewal or
refinancing thereof.


 


ARTICLE
VII

DEFAULTS


 


The occurrence of
any one or more of the following events shall constitute a Default:


 


7.1.                              Any representation or warranty made or
deemed made by or on behalf of the Borrower or any of its Subsidiaries to the
Lenders or the Administrative Agent under or in connection with this Agreement,
any other Loan Document, any Credit Extension, or any certificate or
information delivered in connection with this Agreement or any other Loan
Document shall be false in any material respect on the date as of which made or
deemed made.


 


38

















 


7.2.                              Nonpayment of any principal of any Loan
when due or nonpayment of any interest upon any Loan or of any facility fee or
other fee or obligation under any of the Loan Documents within three (3) Business
Days after the same becomes due.


 


7.3.                              The breach by the Borrower of any of the
terms or provisions of Section 6.2, Section 6.3(a) or
Sections 6.10 through 6.19.


 


7.4.                              The breach by the Borrower (other than a
breach which constitutes a Default under Section 7.1, 7.2 or
7.3) of any of the terms or provisions of this Agreement which is not
remedied within twenty (20) days after written notice from the Administrative
Agent or any Lender.


 


7.5.                              Failure of the Borrower or any of its
Subsidiaries to pay any Indebtedness aggregating in excess of $25,000,000 when
due; or the default by the Borrower or any of its Subsidiaries in the
performance of any term, provision or condition contained in any agreement or
agreements under which any such Indebtedness was created or is governed, or the
occurrence of any other event or existence of any other condition, the effect
of any of which is to cause such Indebtedness to become due prior to its stated
maturity; or any such Indebtedness of the Borrower or any of its Subsidiaries
shall be declared to be due and payable or required to be prepaid (other than
by a regularly scheduled payment) prior to the stated maturity thereof.


 


7.6.                              The Borrower or any of its Subsidiaries
(other than Immaterial Subsidiaries) shall (a) have an order for relief
entered with respect to it under the Federal bankruptcy laws as now or
hereafter in effect, (b) make an assignment for the benefit of creditors, (c) apply
for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any
Substantial Portion of its Property, (d) institute any proceeding seeking
an order for relief under the Federal bankruptcy laws as now or hereafter in
effect or seeking to adjudicate it a bankrupt or insolvent, or seeking
dissolution, winding-up, liquidation, reorganization, arrangement, adjustment
or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors or fail to file an answer or
other pleading denying the material allegations of any such proceeding filed
against it, (e) take any corporate action to authorize or effect any of
the foregoing actions set forth in this Section 7.6, (f) fail
to contest in good faith any appointment or proceeding described in Section 7.7
or (g) become unable to pay, not pay, or admit in writing its inability to
pay, its debts generally as they become due.


 


7.7.                              Without the application, approval or
consent of the Borrower or any of its Subsidiaries, a receiver, trustee,
examiner, liquidator or similar official shall be appointed for the Borrower or
any of its Subsidiaries or any Substantial Portion of its Property or a
proceeding described in Section 7.6(d) shall be instituted
against the Borrower or any of its Subsidiaries and such appointment continues
undischarged or such proceeding continues undismissed or unstayed for a period
of sixty (60) consecutive days.


 


7.8.                              Any court, government or governmental
agency shall condemn, seize or otherwise appropriate, or take custody or
control of (each, a “Condemnation”), all or any portion of the Property
of the Borrower and its Subsidiaries which, when taken together with all other
Property of the Borrower and its Subsidiaries so condemned, seized,
appropriated, or taken 


 


39

















 


custody or control
of, during the twelve-month period ending with the month in which any such
Condemnation occurs, constitutes a Substantial Portion.


 


7.9.                              The Borrower or any of its Subsidiaries
shall fail within thirty (30) days to pay, bond or otherwise discharge any
judgment or order for the payment of money in excess of $25,000,000 (or
multiple judgments or orders for the payment of an aggregate amount in excess
of $50,000,000), which is not stayed on appeal or otherwise being appropriately
contested in good faith and as to which no enforcement actions have been
commenced.


 


7.10.                        Any Change in Control shall occur.


 


7.11.                        Any Termination Event shall occur in
connection with any Plan which could reasonably be expected to have a Material
Adverse Effect.


 


ARTICLE VIII


ACCELERATION, WAIVERS, AMENDMENTS
AND REMEDIES


 


8.1.                              Acceleration.  (a)  If
any Default described in Section 7.6 or 7.7 occurs with
respect to the Borrower, the obligations of the Lenders to make Loans hereunder
shall automatically terminate and the Obligations shall immediately become due
and payable without any election or action on the part of the Administrative
Agent or any Lender.  If any other
Default occurs, the Required Lenders (or the Administrative Agent with the
consent or upon the instruction of the Required Lenders) may terminate or
suspend the obligations of the Lenders to make Loans hereunder, or declare the
Obligations to be due and payable, or both, whereupon the Obligations shall
become immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which the Borrower hereby expressly waives.


 


(b)                                 If, within ten (10) Business Days after (i) acceleration of the
maturity of the Obligations or (ii) termination of the obligations of the Lenders to make Loans hereunder as
a result of any Default (other than any Default as described in Section 7.6
or 7.7 with respect to the Borrower) and before any judgment or decree
for the payment of the Obligations due shall have been obtained or entered, the
Required Lenders, in their sole discretion, shall so direct the Administrative
Agent, then the Administrative Agent shall, by notice to the Borrower, rescind
and annul such acceleration and/or termination.


 


8.2.                              Amendments.  Subject to
the provisions of this Article VIII, the Required Lenders (or the
Administrative Agent with the consent in writing of the Required Lenders) and
the Borrower may enter into agreements supplemental hereto for the purpose of
adding or modifying any provisions to the Loan Documents or changing in any
manner the rights of the Lenders or the Borrower hereunder or thereunder or
waiving any Default hereunder or thereunder; provided, however,
that no such supplemental agreement shall, without the consent of each Lender
directly affected thereby:


 


(a)                                  Extend the Facility Termination Date, compromise or
forgive the principal amount of any Loan, or reduce the rate of interest or
compromise or forgive payment of interest on any Loan, or reduce the amount of,
or compromise or forgive payment of, any fee payable hereunder;


 


40
















 


(b)           Reduce
the percentage specified in the definition of Required Lenders;


 


(c)           Increase
the amount of the Commitment of any Lender hereunder;


 


(d)           Amend
this Section 8.2;


 


(e)           Permit any assignment by the Borrower of
its Obligations or its rights hereunder; or


 


(f)            Postpone the date fixed for any payment
of principal of or interest on any Loan or the date fixed for any payment of
fees or other amounts due hereunder.


 


No amendment of any
provision of this Agreement relating to the Administrative Agent shall be
effective without the written consent of the Administrative Agent.  The Administrative Agent may waive payment of
the fee required under Section 12.3.2 without obtaining the consent
of any other party to this Agreement.


 


8.3.          Preservation of Rights.  No
delay or omission of the Lenders or the Administrative Agent to exercise any
right under the Loan Documents shall impair such right or be construed to be a
waiver of any Default or an acquiescence therein, and the making of a Credit
Extension notwithstanding the existence of a Default or the inability of the
Borrower to satisfy the conditions precedent to such Credit Extension shall not
constitute any waiver or acquiescence. 
Any single or partial exercise of any such right shall not preclude
other or further exercise thereof or the exercise of any other right, and no
waiver, amendment or other variation of the terms, conditions or provisions of
the Loan Documents whatsoever shall be valid unless in writing signed by the
Lenders required pursuant to Section 8.2, and then only to the
extent in such writing specifically set forth. 
All remedies contained in the Loan Documents or by law afforded shall be
cumulative and all shall be available to the Administrative Agent and the
Lenders until the Obligations have been paid in full.


 


ARTICLE IX


GENERAL
PROVISIONS


 


9.1.          Survival of Representations. 
All representations and warranties of the Borrower contained in this
Agreement or of the Borrower or any Subsidiary contained in any Loan Document
shall survive the making of the Credit Extensions herein contemplated.


 


9.2.          Governmental Regulation. 
Anything contained in this Agreement to the contrary notwithstanding, no
Lender shall be obligated to extend credit to the Borrower in violation of any
limitation or prohibition provided by any applicable statute or regulation.


 


9.3.          Headings.  Section headings
in the Loan Documents are for convenience of reference only, and shall not
govern the interpretation of any of the provisions of the Loan Documents.


 


9.4.          Entire Agreement. 
The Loan Documents embody the entire agreement and understanding among
the Borrower, the Administrative Agent and the Lenders and supersede all 


 


41

















 


prior agreements and
understandings among the Borrower, the Administrative Agent and the Lenders
relating to the subject matter thereof other than the fee letter described in Section 10.10.


 


9.5.          Several Obligations; Benefits of this
Agreement.  The respective obligations of the Lenders
hereunder are several and not joint and no Lender shall be the partner or agent
of any other (except to the extent to which the Administrative Agent is
authorized to act as such).  The failure
of any Lender to perform any of its obligations hereunder shall not relieve any
other Lender from any of its obligations hereunder.  This Agreement shall not be construed so as
to confer any right or benefit upon any Person other than the parties to this
Agreement and their respective successors and assigns; provided, however, that the parties hereto expressly agree that
each of the Arrangers shall enjoy the benefits of the provisions of Sections
9.6, 9.10 and 10.09 to the extent specifically set forth
therein and shall have the right to enforce such provisions on its own behalf
and in its own name to the same extent as if it were a party to this Agreement.


 


9.6.          Expenses; Indemnification. 
The Borrower shall reimburse the Administrative Agent and the Arrangers
for any costs, internal charges and out-of-pocket expenses (including attorneys’
fees and time charges of attorneys for the Administrative Agent or the
Arrangers, which attorneys may be employees of the Administrative Agent or the
Arrangers) paid or incurred by the Administrative Agent or the Arrangers in
connection with the preparation, negotiation, execution, delivery, syndication,
distribution (including, without limitation, via the internet), review,
amendment, modification, and administration of the Loan Documents.  The Borrower also agrees to reimburse the
Administrative Agent, the Arrangers and the Lenders for any costs, internal
charges and out-of-pocket expenses (including attorneys’ fees and time charges
of attorneys for the Administrative Agent, the Arrangers and the Lenders, which
attorneys may be employees of the Administrative Agent, the Arrangers or the
Lenders) paid or incurred by the Administrative Agent, the Arrangers or any
Lender in connection with the collection of the Obligations or the enforcement
of the Loan Documents.  The Borrower
further agrees to indemnify the Administrative Agent, the Arrangers and each
Lender, their respective affiliates, and each of their directors, officers and
employees against all losses, claims, damages, penalties, judgments,
liabilities and expenses (including, without limitation, all expenses of
litigation or preparation therefor whether or not the Administrative Agent, the
Arrangers or any Lender or any affiliate is a party thereto and whether brought
by the Borrower or any other Person) which any of them may pay or incur arising
out of or relating to this Agreement, the other Loan Documents, the
transactions contemplated hereby, or the direct or indirect application or
proposed application of the proceeds of any Credit Extension hereunder except
to the extent that they are determined in a final non-appealable judgment by a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of the party seeking indemnification.  This Section 9.6 shall supersede
any and all indemnification provisions entered into before the date hereof
among the Borrower and the Administrative Agent, any Arrangers and any
Lenders.  The obligations of the Borrower
under this Section 9.6 shall survive the termination of this
Agreement.


 


9.7.          Numbers of Documents. 
All statements, notices, closing documents, and requests hereunder shall
be furnished to the Administrative Agent with sufficient counterparts so that
the Administrative Agent may furnish one to each of the Lenders.


 


42

















 


9.8.          Accounting.  Except as
provided to the contrary herein, all accounting terms used herein shall be
interpreted and all accounting determinations hereunder shall be made in
accordance with Agreement Accounting Principles.


 


9.9.          Severability of Provisions. 
Any provision in any Loan Document that is held to be inoperative,
unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction,
be inoperative, unenforceable, or invalid without affecting the remaining
provisions in that jurisdiction or the operation, enforceability, or validity
of that provision in any other jurisdiction, and to this end the provisions of
all Loan Documents are declared to be severable.


 


9.10.        Nonliability
of Lenders.  The relationship between the Borrower on the
one hand and the Lenders and the Administrative Agent on the other hand shall
be solely that of borrower and lender. 
Neither the Administrative Agent, the Arrangers nor any Lender shall
have any fiduciary responsibilities to the Borrower.  Neither the Administrative Agent, the
Arrangers nor any Lender undertakes any responsibility to the Borrower to
review or inform the Borrower of any matter in connection with any phase of the
Borrower’s business or operations. 
Neither the Administrative Agent, the Arrangers nor any Lender shall
have any liability with respect to, and the Borrower hereby waives, releases
and agrees not to sue for, any special, indirect, consequential or punitive
damages suffered by the Borrower in connection with, arising out of, or in any
way related to the Loan Documents or the transactions contemplated thereby.


 


9.11.        Confidentiality.  Each of the Administrative Agent and the Lenders agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective managers, administrators, trustees, partners, directors,
officers, employees, agents, advisors and other representatives, and third
party settlement providers (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to
the extent requested by any regulatory authority purporting to have jurisdiction
over it or its Affiliates (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any Note or any action or
proceeding relating to this Agreement or any Note or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
no less restrictive than those of this Section, to (i) any assignee of or
participant in, or any prospective assignee of or participant in, any of its
rights or obligations under this Agreement, (ii) any actual or prospective
party (or its managers, administrators, trustees, partners, directors,
officers, employees, agents, advisors and other representatives) to any swap,
derivative or other transaction under which payments are to be made by
reference to the Borrower and its obligations, this Agreement or payments
hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau
or any similar organization, (g) with the consent of the Borrower or (h) to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or
any of their respective Affiliates on a nonconfidential basis from a source
other than the Borrower.


 


For purposes of this Section, “Information”
means all information received from the Borrower or any of its Subsidiaries
relating to the Borrower or any of its Subsidiaries or any 


 


43

















 


of their respective
businesses, other than any such information that is available to the Administrative
Agent, any Lender or the Issuing Bank on a nonconfidential basis prior to
disclosure by the Borrower or any of its Subsidiaries.  Any Person required to maintain the
confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


 


Without limiting Section 9.4, the Borrower
agrees that the terms of this Section 9.11 shall set forth the
entire agreement between the Borrower and each Lender (including the
Administrative Agent) with respect to any confidential information previously
or hereafter received by such Lender in connection with this Agreement, and
this Section 9.11 shall supersede any and all prior confidentiality
agreements entered into by such Lender with respect to such confidential
information.


 


9.12.        Disclosure. 
The Borrower and each Lender hereby acknowledge and agree that Citibank
and/or its Affiliates from time to time may hold investments in, make other
loans to or have other relationships with the Borrower and its Affiliates.


 


9.13.        USA
PATRIOT ACT NOTIFICATION.  Each Lender hereby notifies
the Borrower that pursuant to the requirements of the USA Patriot Act (title
III of Pub.L.107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other information that will allow such Lender to identify the Borrower in
accordance with the Act.  The Borrower
shall provide such information promptly upon the request of a Lender.


 


ARTICLE X


THE
ADMINISTRATIVE AGENT


 


10.1.        Authorization and Authority.  Each Lender hereby irrevocably appoints
Citibank, N.A. to act on its behalf as the Administrative Agent hereunder and
under the other Loan Documents and authorizes the Administrative Agent to take
such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto.  Other than Sections 10.6 and 10.10, the
provisions of this Article are solely for the benefit of the
Administrative Agent and the Lenders, and the Borrower shall have no rights as
a third party beneficiary of any of such provisions.


 


10.2.        Administrative Agent
Individually.  (a) 
The Person serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity. 
Such Person and its Affiliates may accept deposits from, lend money to,
act as the financial advisor or in any other advisory capacity for and
generally engage in any kind of 


 


44

















 


business
with the Borrower or any Subsidiary or other Affiliate thereof as if such
Person were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.


 


(b)           Each Lender
understands that the Person serving as Administrative Agent, acting in its
individual capacity, and its Affiliates (collectively, the “Agent’s Group”)
are engaged in a wide range of financial services and businesses (including
investment management, financing, securities trading, corporate and investment
banking and research) (such services and businesses are collectively referred
to in this Section 10.2 as “Activities”) and may engage in
the Activities with or on behalf of the Borrower or its Affiliates.  Furthermore, the Agent’s Group may, in
undertaking the Activities, engage in trading in financial products or
undertake other investment businesses for its own account or on behalf of
others (including the Borrower and its Affiliates and including holding, for
its own account or on behalf of others, equity, debt and similar positions in
the Borrower or its Affiliates), including trading in or holding long, short or
derivative positions in securities, loans or other financial products of one or
more of the Borrower and its Affiliates. 
Each Lender understands and agrees that in engaging in the Activities,
the Agent’s Group may receive or otherwise obtain information concerning the
Borrower and its Affiliates (including information concerning the ability of
the Borrower to perform its obligations hereunder and under the other Loan
Documents) which information may not be available to any of the Lenders that
are not members of the Agent’s Group. 
None of the Administrative Agent nor any member of the Agent’s Group
shall have any duty to disclose to any Lender or use on behalf of the Lenders,
and shall not be liable for the failure to so disclose or use, any information
whatsoever about or derived from the Activities or otherwise (including any
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower or any Affiliate
thereof) or to account for any revenue or profits obtained in connection with
the Activities, except that the Administrative Agent shall deliver or otherwise
make available to each Lender such documents as are expressly required by any
Loan Document to be transmitted by the Administrative Agent to the Lenders.


 


(c)           Each Lender further
understands that there may be situations where members of the Agent’s Group or
their respective customers (including the Borrower and its Affiliates) either
now have or may in the future have interests or take actions that may conflict
with the interests of any one or more of the Lenders (including the interests
of the Lenders hereunder and under the other Loan Documents).  Each Lender agrees that no member of the
Agent’s Group is or shall be required to restrict its activities as a result of
the Person serving as Administrative Agent being a member of the Agent’s Group,
and that each member of the Agent’s Group may undertake any Activities without
further consultation with or notification to any Lender.  None of (i) this Agreement nor any other
Loan Document, (ii) the receipt by the Agent’s Group of information
(including Information) concerning the Borrower or its Affiliates (including
information concerning the ability of the Borrower to perform its obligations
hereunder and under the other Loan Documents) nor (iii) any other matter
shall give rise to any fiduciary or equitable duties (including without
limitation any duty of trust or confidence) owing by the Administrative Agent
or any member of the Agent’s Group to any Lender including any such duty that
would prevent or restrict the Agent’s Group from acting on behalf of customers
(including the Borrower or its Affiliates) or for its own account.


 


10.3.        Duties of Administrative
Agent; Exculpatory Provisions.  (a)  The Administrative Agent’s duties
hereunder and under the other Loan Documents are solely ministerial and 


 


45

















 


administrative
in nature and the Administrative Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the
foregoing, the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, but shall be
required to act or refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the written direction of the Required
Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for herein or in the other Loan Documents), provided
that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent
or any of its Affiliates to liability or that is contrary to any Loan Document
or applicable law.


 


(b)           The
Administrative Agent shall not be liable for any action taken or not taken by
it (i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 8.1 or 8.2) or (ii) in
the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not
to have knowledge of any Default or Unmatured Default or the event or events
that give or may give rise to any Default or Unmatured Default unless and until
the Borrower or any Lender shall have given notice to the Administrative Agent
describing such Default or Unmatured Default and such event or events.


 


(c)           Neither the
Administrative Agent nor any member of the Agent’s Group shall be responsible
for or have any duty to ascertain or inquire into (i) any statement,
warranty, representation or other information made or supplied in or in
connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith or the adequacy, accuracy
and/or completeness of the information contained therein, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein or the occurrence of any Default or
Unmatured Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document or the perfection or priority of any Lien or security
interest created or purported to be created hereby or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than
(but subject to the foregoing clause (ii)) to confirm receipt of items
expressly required to be delivered to the Administrative Agent.


 


(d)           Nothing in this
Agreement or any other Loan Document shall require the Administrative Agent or
any of its Related Parties to carry out any “know your customer” or other
checks in relation to any person on behalf of any Lender and each Lender
confirms to the Administrative Agent that it is solely responsible for any such
checks it is required to carry out and that it may not rely on any statement in
relation to such checks made by the Administrative Agent or any of its Related
Parties.


 


10.4.        Reliance by Administrative
Agent.  The Administrative Agent shall
be entitled to rely upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement, instrument, document or
other writing (including any electronic message, Internet or intranet website
posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent 


 


46

















 


also may rely upon any statement made to it orally
or by telephone and believed by it to have been made by the proper Person, and
shall not incur any liability for relying thereon.  In determining compliance with any condition
hereunder to the making of a Loan that by its terms must be fulfilled to the
satisfaction of a Lender, the Administrative Agent may presume that such
condition is satisfactory to such Lender unless an officer of the
Administrative Agent responsible for the transactions contemplated hereby shall
have received notice to the contrary from such Lender prior to the making of
such Loan, and such Lender shall not have made available to the Administrative
Agent such Lender’s ratable portion of such Advance.  The Administrative Agent may consult with
legal counsel (who may be counsel for the Borrower), independent accountants
and other experts selected by it, and shall not be liable for any action taken
or not taken by it in accordance with the advice of any such counsel,
accountants or experts.


 


10.5.        Delegation of Duties.  The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise
its rights and powers by or through their respective Related Parties.  Each such sub-agent and the Related Parties
of the Administrative Agent and each such sub-agent shall be entitled to the
benefits of all provisions of this Article X and Section 9.6  (as though such sub-agents were the “Agent”
under the Loan Documents) as if set forth in full herein with respect thereto.


 


10.6.        Resignation of
Administrative Agent.  The
Administrative Agent may at any time give notice of its resignation to the
Lenders and the Borrower.  Upon receipt
of any such notice of resignation, the Required Lenders shall have the right,
in consultation with the Borrower, to appoint a successor, which shall be a commercial bank having capital and
retained earnings of at least $100,000,000 with an office in New York,
New York, or an Affiliate of any such bank with an office in New York, New
York.  If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation (such 30-day period, the “Lender Appointment Period”), then
the retiring Administrative Agent may on behalf of the Lenders, appoint a
successor Administrative Agent meeting the qualifications set forth above.  In addition and without any obligation on the
part of the retiring Administrative Agent to appoint, on behalf of the Lenders,
a successor Administrative Agent, the retiring Administrative Agent may at any
time upon or after the end of the Lender Appointment Period notify the Borrower
and the Lenders that no qualifying Person has accepted appointment as successor
Administrative Agent and the effective date of such retiring Administrative
Agent’s resignation.  Upon the
resignation effective date established in such notice and regardless of whether
a successor Administrative Agent has been appointed and accepted such
appointment, the retiring Administrative Agent’s resignation shall nonetheless
become effective and (i) the retiring Administrative Agent shall be
discharged from its duties and obligations as Administrative Agent hereunder
and under the other Loan Documents, (ii) all payments and communications
provided to be made to or through the Administrative Agent shall instead be
made by or to each Lender directly and (iii) all determinations to be made
by the Administrative Agent shall instead be made by the Required Lenders, in
each case, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this paragraph.  Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties as
Administrative Agent of 


 


47

















 


the
retiring (or retired) Administrative Agent, and the retiring Administrative
Agent shall be discharged from all of its duties and obligations as
Administrative Agent hereunder or under the other Loan Documents (if not
already discharged therefrom as provided above in this paragraph).  The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such
successor.  After the retiring
Administrative Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Article and Section 9.6
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.


 


10.7.        Non-Reliance on
Administrative Agent and Other Lenders.  (a)  Each Lender confirms to the
Administrative Agent, each other Lender and each of their respective Related
Parties that it (i) possesses (individually or through its Related
Parties) such knowledge and experience in financial and business matters that
it is capable, without reliance on the Administrative Agent, any other Lender
or any of their respective Related Parties, of evaluating the merits and risks (including tax, legal, regulatory,
credit, accounting and other financial matters) (x) of entering into this
Agreement, (y) of making Loans and other extensions of credit hereunder
and under the other Loan Documents and (z) in taking or not taking actions
hereunder and thereunder, (ii) is financially able to bear such risks and (iii) has
determined that entering into this Agreement and making Loans and other
extensions of credit hereunder and under the other Loan Documents is suitable
and appropriate for it.


 


(b)           Each Lender
acknowledges that (i) it is solely responsible for making its own
independent appraisal and investigation of all risks arising under or in
connection with this Agreement and the other Loan Documents, (ii) it has,
independently and without reliance upon the Administrative Agent, any other
Lender or any of their respective Related Parties, made its own appraisal and
investigation of all risks associated with, and its own credit analysis and
decision to enter into, this Agreement based on such documents and information,
as it has deemed appropriate and (iii) it will, independently and without
reliance upon the Administrative Agent, any other Lender or any of their
respective Related Parties, continue to be solely responsible for making its
own appraisal and investigation of all risks arising under or in connection
with, and its own credit analysis and decision to take or not take action
under, this Agreement and the other Loan Documents based on such documents and
information as it shall from time to time deem appropriate, which may include,
in each case:


 


(i)            the financial condition, status and capitalization
of the Borrower;


 


(ii)           the legality, validity, effectiveness, adequacy or
enforceability of this Agreement and each other Loan Document and any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Loan Document;


 


(iii)          determining compliance or non-compliance with any
condition hereunder to the making of a Loan and the form and substance of all
evidence delivered in connection with establishing the satisfaction of each
such condition; and


 


48

















 


(iv)          the adequacy, accuracy and/or completeness of the
information delivered by the Administrative Agent, any other Lender or by any
of their respective Related Parties under or in connection with this Agreement
or any other Loan Document, the transactions contemplated hereby and thereby or
any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Loan Document.


 


10.8.        Administrative
Agent’s Reimbursement and Indemnification.  The Lenders
agree to reimburse and indemnify the Administrative Agent (to the extent not
promptly reimbursed by the Borrower) ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to
their Commitments immediately prior to such termination) (i) for any
expenses incurred by the Administrative Agent on behalf of the Lenders, in
connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents (including, without limitation, for any
expenses incurred by the Administrative Agent in connection with any dispute
between the Administrative Agent and any Lender or between two or more of the
Lenders) and (iii) for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of the
Loan Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation, for any such
amounts incurred by or asserted against the Administrative Agent in connection
with any dispute between the Administrative Agent and any Lender or between two
or more of the Lenders), or the enforcement of any of the terms of the Loan
Documents or of any such other documents, provided that (A) no Lender shall be liable for any of
the foregoing to the extent any of the foregoing is found in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the Administrative Agent and
(B) any indemnification required pursuant to Section 3.5(g) shall,
notwithstanding the provisions of this Section 10.8, be paid by the
relevant Lender in accordance with the provisions thereof.  The obligations of the Lenders under this Section 10.8
shall survive payment of the Obligations and termination of this Agreement.


 


10.9.        No Other Duties, etc.  None of the Lenders (or affiliates of Lenders)
identified in this Agreement as the “Syndication Agent” or “Arrangers” or “Joint
Book Managers” or “Documentation Agents” shall have any right, power,
obligation, liability, responsibility or duty under this Agreement in such
identified capacity other than those (in the case of those who are Lenders)
applicable to all Lenders as such.  Without
limiting the foregoing, none of such Lenders (or affiliates of Lenders) shall
have or be deemed to have a fiduciary relationship with any Lender.  Each Lender hereby makes the same
acknowledgments with respect to such Lenders (and such affiliates) as it makes
with respect to the Administrative Agent in Section 10.7.


 


10.10.      Fees. 
The Borrower agrees to pay to the Administrative Agent and Citigroup
Global Markets Inc., for their respective accounts, the fees agreed to by the
Borrower, the Administrative Agent and Citigroup Global Markets Inc. pursuant
to that certain letter agreement dated October 27, 2009, or as otherwise
agreed from time to time.


 


49

















 


ARTICLE XI


SETOFF;
RATABLE PAYMENTS


 


11.1.        Setoff. 
In addition to, and without limitation of, any rights of the Lenders
under applicable law, if the Borrower becomes insolvent, however evidenced, or
any Default occurs, any and all deposits (including all account balances,
whether provisional or final and whether or not collected or available) and any
other Indebtedness at any time held or owing by any Lender or any Affiliate of
any Lender to or for the credit or account of the Borrower may be offset and
applied toward the payment of the Obligations owing to such Lender, whether or
not the Obligations, or any part thereof, shall then be due.


 


11.2.        Ratable
Payments.  If any Lender, whether by setoff or
otherwise, has payment made to it upon its Outstanding Credit Exposure (other
than payments received pursuant to Section 2.21, 3.1, 3.2,
3.4, 3.5 or 9.6) in a greater proportion than that
received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a portion of the Aggregate Outstanding Credit Exposure held by the
other Lenders so that after such purchase each Lender will hold its ratable
proportion of the Aggregate Outstanding Credit Exposure.  If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such
action necessary such that all Lenders share in the benefits of such collateral
ratably in proportion to their Aggregate Outstanding Credit Exposure.  In case any such payment is disturbed by
legal process, or otherwise, appropriate further adjustments shall be made.


 


ARTICLE XII


BENEFIT
OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


 


12.1.        Successors
and Assigns.  The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and
the Lenders and their respective successors and assigns permitted hereby,
except that (i) the Borrower shall not have the right to assign its rights
or obligations under the Loan Documents, (ii) any assignment by any Lender
must be made in compliance with Section 12.3 and (iii) any
participation must be made in compliance with Section 12.2.  Any attempted assignment or transfer by any
party not made in compliance with this Section 12.1 shall be null
and void, unless such attempted assignment or transfer is treated as a
participation in accordance with Section 12.3.2.  The parties to this Agreement acknowledge
that clause (ii) of this Section 12.1 relates only to absolute
assignments and this Section 12.1 does not prohibit assignments
creating security interests, including, without limitation, (A) any pledge
or assignment by any Lender of all or any portion of its rights under this
Agreement and any Note to secure obligations of such Lender, including to a
Federal Reserve Bank (provided that, no such pledge or assignment shall
release a Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender party hereto) or (B) in the case of a
Lender which is a Fund, any pledge or assignment of all or any portion of its
rights under this Agreement and any Note to its trustee in support of its obligations to its
trustee; provided, however,  that
no such pledge or assignment creating a security interest shall release the
transferor Lender from its obligations hereunder unless and until the parties
thereto have complied with the provisions of Section 12.3.  The Administrative Agent may treat the Person
which made any Loan or which holds any Note as the owner thereof for all
purposes hereof 


 


50

















 


unless and until such
Person complies with Section 12.3; provided, however,
that the Administrative Agent may in its discretion (but shall not be
required to) follow instructions from the Person which made any Loan or which
holds any Note to direct payments relating to such Loan or Note to another
Person.  Any assignee of the rights to
any Loan or any Note agrees by acceptance of such assignment to be bound by all
the terms and provisions of the Loan Documents. 
Any request, authority or consent of any Person, who at the time of
making such request or giving such authority or consent is the owner of the
rights to any Loan (whether or not a Note has been issued in evidence thereof),
shall be conclusive and binding on any subsequent holder or assignee of the
rights to such Loan.


 


12.2.        Participations.


 


12.2.1.     Permitted
Participants; Effect.  Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time sell to one or more
banks or other entities (“Participants”) participating interests in any
Outstanding Credit Exposure of such Lender, any Note held by such Lender, any
Commitment of such Lender or any other interest of such Lender under the Loan
Documents.  In the event of any such sale
by a Lender of participating interests to a Participant, such Lender’s
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the owner of its Outstanding Credit
Exposure and the holder of any Note issued to it in evidence thereof for all
purposes under the Loan Documents, all amounts payable by the Borrower under
this Agreement shall be determined as if such Lender had not sold such
participating interests, and the Borrower and the Administrative Agent shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under the Loan Documents.


 


12.2.2.     Voting
Rights.  Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Credit Extension or Commitment in
which such Participant has an interest which would require consent of all of
the affected Lenders pursuant to the terms of Section 8.2 or of any
other Loan Document.


 


12.2.3.     Benefit
of Certain Provisions.  The Borrower agrees that each
Participant which has been identified as such to the Borrower in writing shall
be deemed to have the right of setoff provided in Section 11.1 in
respect of its participating interest in amounts owing under the Loan Documents
to the same extent as if the amount of its participating interest were owing
directly to it as a Lender under the Loan Documents; provided, that each
Lender shall retain the right of setoff provided in Section 11.1
with respect to the amount of participating interests sold to each
Participant.  The Lenders agree to share
with each Participant, and each Participant, by exercising the right of setoff
provided in Section 11.1, agrees to share with each Lender, any
amount received pursuant to the exercise of its right of setoff, such amounts
to be shared in accordance with Section 11.2 as if each Participant
were a Lender.  The Borrower further
agrees that each Participant shall be entitled to the benefits of Sections
3.1, 3.2 and 3.5 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to Section 12.3,
provided  


 


51

















 


that (i) a
Participant shall not be entitled to receive any greater payment under Section 3.1,
3.2 or 3.5 than the Lender who sold the participating interest to
such Participant would have received had it retained such interest for its own
account, unless the sale of such interest to such Participant is made with the
prior written consent of the Borrower, and (ii) any Participant not
incorporated under the laws of the United States of America or any State
thereof complies with the provisions of Section 3.5 to the same
extent as if it were a Lender.


 


12.3.        Assignments.


 


12.3.1.     Permitted
Assignments.  Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time assign to one or
more banks or other entities other than the Borrower or any of its Affilitates
(“Purchasers”) all or any part of its rights and obligations under the
Loan Documents, provided unless a Default or Unmatured Default has occurred and
is continuing at the time of such assignment, no Lender or other assignee shall
acquire rights under any such assignment that would cause the Commitment of
such Lender or assignee to be greater than 20% of the Aggregate
Commitment.  Such assignment shall be
substantially in the form of Exhibit C or in such other form as may
be agreed to by the parties thereto.  The
consent of the Borrower and the Administrative Agent shall be required prior to
an assignment becoming effective with respect to a Purchaser which is not a
Lender, an Affiliate thereof or an Approved Fund; provided, however,
that if a Default has occurred and is continuing, the consent of the Borrower
shall not be required.  Such consent
shall not be unreasonably withheld or delayed. 
Each such assignment with respect to a Purchaser which is not a Lender
or an Affiliate thereof shall (unless each of the Borrower and the
Administrative Agent otherwise consents) be in an amount not less than the
lesser of (i) $10,000,000 and in increments of $1,000,000 in excess
thereof or (ii) the remaining amount of the assigning Lender’s Commitment
or Outstanding Credit Exposure (if the applicable Commitment has been
terminated).  The amount of the
assignment shall be based on the Commitment or Outstanding Credit Exposure (if
the applicable Commitment has been terminated) subject to the assignment,
determined as of the date of such assignment or as of the “Trade Date”, if the “Trade
Date” is specified in the assignment.


 


12.3.2.     Effect;
Effective Date.  Upon (i) delivery to the Administrative
Agent of an assignment, together with any consents required by Section 12.3.1,
and (ii) payment of a $3,500 fee to the Administrative Agent for processing
such assignment, such assignment shall become effective on the effective date
specified in such assignment.  The
assignment shall contain a representation by the Purchaser to the effect that
none of the consideration used to make the purchase of the Commitment and
Outstanding Credit Exposure under the applicable assignment agreement
constitutes “plan assets” as defined under ERISA and that the rights and
interests of the Purchaser in and under the Loan Documents will not be “plan
assets” under ERISA.  On and after the
effective date of such assignment, such Purchaser shall for all purposes be a
Lender party to this Agreement and any other Loan Document executed by or on
behalf of the Lenders and shall have all the rights and obligations of a Lender
under the Loan Documents, to the same extent as if it were an original party
hereto, and no further consent or action by the Borrower, the Lenders or the
Administrative Agent shall be required to release the 


 


52

















 


transferor Lender
with respect to the percentage of the Aggregate Commitment and Outstanding
Credit Exposure assigned to such Purchaser. 
In the case of an assignment covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
Lender hereunder but shall continue to be entitled to the benefits of, and
subject to, those provisions of this Agreement and the other Loan Documents
which survive payment of the Obligations and termination of the applicable agreement.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this Section 12.3
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 12.2.  Upon the consummation of any assignment to a
Purchaser pursuant to this Section 12.3.2, the transferor Lender,
the Administrative Agent and the Borrower shall, if the transferor Lender or
the Purchaser desires that its Loans be evidenced by Notes, make appropriate
arrangements so that new Notes or, as appropriate, replacement Notes are issued
to such transferor Lender and new Notes or, as appropriate, replacement Notes,
are issued to such Purchaser, in each case in principal amounts reflecting
their respective Commitments, as adjusted pursuant to such assignment.


 


12.3.3.     Register. 
The Administrative Agent, acting solely for this purpose as an agent of
the Borrower, shall maintain at one of its offices in New York, New York a copy
of each Assignment and Assumption and each Assumption Agreement delivered to it
and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amounts of the Loans owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. 
The Register shall be available for inspection by the Borrower and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.


 


12.4.        Dissemination
of Information.  The Borrower authorizes each Lender to
disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a “Transferee”)
and any prospective Transferee any and all information in such Lender’s
possession concerning the creditworthiness of the Borrower and its
Subsidiaries; provided
that each Transferee and prospective Transferee agrees to be bound by Section 9.11
of this Agreement.


 


12.5.        Tax
Treatment.  If any interest in any Loan Document is
transferred to any Transferee which is not organized under the laws of the
United States or any State thereof, the transferor Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply
with the provisions of Section 3.5(d).


 


ARTICLE XIII


NOTICES


 


13.1.        Giving
Notice.  Except as otherwise permitted by Section 2.14
with respect to borrowing notices, all notices, requests and other
communications to any party hereunder shall be in writing (including electronic
transmission, facsimile transmission or similar writing) and 


 


53

















 


shall be given to such
party: (a) in the case of the Borrower or the Administrative Agent, at its
address or facsimile number set forth on the signature pages hereof, (b) in
the case of any Lender, at its address or facsimile number set forth below its
signature hereto or (c) in the case of any party, at such other address or
facsimile number as such party may hereafter specify for the purpose by notice
to the Administrative Agent and the Borrower in accordance with the provisions
of this Section 13.1.  Each
such notice, request or other communication shall be effective (i) if
given by facsimile transmission, when transmitted to the facsimile number
specified in this Section and confirmation of receipt is received, (ii) if
given by mail, 72 hours after such communication is deposited in the mails with
first class postage prepaid, addressed as aforesaid, or (iii) if given by
any other means, when delivered (or, in the case of electronic transmission,
received or confirmed by email) at the address specified in this Section; provided that notices to the
Administrative Agent under Article II shall not be effective until received.
Except as set forth below, notwithstanding anything to the contrary in this
Section, the Borrower shall furnish the materials described in Sections
6.1(a), 6.1(b), 6.1(h) and 6.1(i) by email
or by posting such materials on an internet web site made available to the
Lenders or as otherwise specified to the Borrower by the Administrative Agent.


 


So long as Citibank or any of its Affiliates is the
Administrative Agent, materials required to be delivered pursuant to Sections
6.1(a), 6.1(b), 6.1(h) and 6.1(i) shall be
delivered to the Administrative Agent in an electronic medium in a format
acceptable to the Administrative Agent by e-mail at
oploanswebadmin@citigroup.com.  The
Borrower agrees that the Administrative Agent may make such materials, as well
as any other written information, documents, instruments and other materials
relating to the Borrower, any of its Subsidiaries or any other materials or
matters relating to this Agreement, the Notes or any of the transactions
contemplated hereby (collectively, the “Communications”) available to
the Lenders by posting such materials on Intralinks or a substantially similar
electronic system (the “Platform”). 
The Borrower acknowledges that (i) the distribution of material
through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution, (ii) the
Platform is provided “as is” and “as available” and (iii) neither the
Administrative Agent nor any of its Affiliates warrants the accuracy, adequacy
or completeness of the Communications or the Platform and each expressly
disclaims liability for errors or omissions in the Communications or the
Platform.  No warranty of any kind,
express, implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third
party rights or freedom from viruses or other code defects, is made by the
Administrative Agent or any of its Affiliates in connection with the Platform.


 


Each Lender agrees that notice
to it (as provided in the next sentence) (a “Notice”) specifying that
any Communications have been posted to the Platform shall constitute effective
delivery of such information, documents or other materials to such Lender for
purposes of this Agreement; provided that if requested by any Lender,
the Administrative Agent shall deliver a copy of the Communications to such
Lender by email or telecopier.  Each
Lender agrees (i) to notify the Administrative Agent in writing of such
Lender’s e-mail address to which a Notice may be sent by electronic
transmission (including by electronic communication) on or before the date such
Lender becomes a party to this Agreement (and from time to time thereafter to
ensure that the Administrative Agent has on record an effective e-mail address
for such Lender) and (ii) that any Notice may be sent to such e-mail
address.


 


54
















 


13.2.        Change
of Address.  The Borrower, the Administrative Agent and
any Lender may each change the address for service of notice upon it by a
notice in writing to the other parties hereto.


 


ARTICLE XIV


COUNTERPARTS


 


This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any of the parties hereto may execute this
Agreement by signing any such counterpart. 
This Agreement shall be effective when it has been executed by the
Borrower, the Administrative Agent and the Lenders and each party has notified
the Administrative Agent by facsimile transmission or telephone that it has
taken such action.


 


ARTICLE XV


CHOICE OF LAW; CONSENT TO
JURISDICTION; WAIVER OF JURY TRIAL


 


15.1.        CHOICE
OF LAW.  THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


15.2.        CONSENT
TO JURISDICTION.  THE BORROWER HEREBY IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE
COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY (TO THE FULLEST
EXTENT PERMITTED BY LAW) IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE
VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. 
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY
LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION.  ANY JUDICIAL PROCEEDING BY
THE BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF
THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.


 


15.3.        WAIVER
OF JURY TRIAL.  THE BORROWER, THE ADMINISTRATIVE AGENT AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.


 


[signature pages to
follow]


 


55

















 


IN WITNESS WHEREOF, the
Borrower, the Lenders and the Administrative Agent have executed this Agreement
as of the date first above written.


 


	
   

  	
  AON CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul Hagy

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Paul
  Hagy

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  Aon Center

  
	
   

  	
   

  	
   

  	
  200 East Randolph Drive

  
	
   

  	
   

  	
   

  	
  Chicago, Illinois 60601

  
	
   

  	
   

  	
   

  	
  Attn.: Paul Hagy

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (312) 381-6060

  
	
   

  	
   

  	
  Telephone:

  	
  (312) 381-3230

  
	
   

  	
   

  	
  E-mail:

  	
  paul_hagy@aon.com

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  individually and as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Maureen Maroney

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Maureen
  Maroney

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  390 Greenwich St.

  
	
   

  	
   

  	
   

  	
  New York, New York
  10013

  
	
   

  	
   

  	
   

  	
  Attn.: Maureen Maroney

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (646) 291-1772

  
	
   

  	
   

  	
  Telephone:

  	
  (212) 723-6794

  
	
   

  	
   

  	
  Email:  maureen.p.maroney@citi.com

  
								



 

















 


	
   

  	
  JPMORGAN CHASE BANK,
  N.A., as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Melvin Jackson

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Melvin
  D. Jackson

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  500 Stanton Christiana
  Road

  
	
   

  	
   

  	
   

  	
  Ops 2/3

  
	
   

  	
   

  	
   

  	
  Newark, DE 19713

  
	
   

  	
   

  	
   

  	
  Attn.: Shira Tymes /

  
	
   

  	
   

  	
   

  	
  Jennifer Thompson /

  
	
   

  	
   

  	
   

  	
  Amanda Redstone

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (201) 244-3885

  
	
   

  	
   

  	
  Telephone:

  	
  (302) 634-1843 /

  
	
   

  	
   

  	
   

  	
  (302) 634-1867 /

  
	
   

  	
   

  	
   

  	
  (302) 634-1847

  
	
   

  	
   

  	
  Email:

  	
  na_cpg@jpmorgan.com

  
						



 

















 


	
   

  	
  ROYAL BANK OF CANADA,
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Howard Lee

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Howard
  Lee

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  One Liberty Plaza, 3rd Flr.

  
	
   

  	
   

  	
   

  	
  165 Broadway

  
	
   

  	
   

  	
   

  	
  New York, NY 10006

  
	
   

  	
   

  	
   

  	
  Attn.: Adam Rahaman

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (212) 428-2372

  
	
   

  	
   

  	
  Telephone:

  	
  (416) 974-1061

  
	
   

  	
   

  	
  Email:

  	
  adam.rahaman@rbc.com

  
						



 

















 


	
   

  	
  THE ROYAL BANK OF
  SCOTLAND PLC, as Lender

  
	
   

  	
  By: RBS
  Securities, Inc. as agent

  
	
   

  	
  for The Royal Bank of
  Scotland plc

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  George Urban

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  George
  Urban

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  600 Washington
  Boulevard

  
	
   

  	
   

  	
   

  	
  Stamford, CT 06901

  
	
   

  	
   

  	
   

  	
  Attn.: Rajesh Adhinarayanan
  /

  
	
   

  	
   

  	
   

  	
  Thomas Xavier

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (203) 873-5019

  
	
   

  	
   

  	
  Telephone:

  	
  (312) 338-7330

  
	
   

  	
   

  	
  Email:

  	
  Rajesh.Adhinarayanan@rbs.com
  /

  
	
   

  	
   

  	
   

  	
  Thomas.Xavier@rbs.com

  
						



 

















 


	
   

  	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert C. Meyer

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Robert
  C. Meyer

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  230 W. Monroe St.,

  
	
   

  	
   

  	
   

  	
  Suite 2900

  
	
   

  	
   

  	
   

  	
  Chicago, IL 60606

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (312) 845-8606

  
	
   

  	
   

  	
  Telephone:

  	
  (312) 345-8623

  
	
   

  	
   

  	
  Email:

  	
  meyerrc@wellsfargo.com

  
						



 

















 


	
   

  	
  BANK OF AMERICA, N.A.,
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott W. Reynolds

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Scott
  W. Reynolds

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  901 Main Street, 64th Flr.

  
	
   

  	
   

  	
   

  	
  Dallas, TX 75202

  
	
   

  	
   

  	
   

  	
  Attn.: Scott W.
  Reynolds

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (972) 728-6138

  
	
   

  	
   

  	
  Telephone:

  	
  (214) 209-0561

  
	
   

  	
   

  	
  Email:

  	
  Scott.W.Reynolds@baml.com

  
						



 

















 


	
   

  	
  CREDIT SUISSE AG,
  CAYMAN ISLANDS BRANCH., as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jay Chall

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Jay
  Chall

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mikhail Faybusovich

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Mikhail
  Faybusovich

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  Eleven Madison Avenue

  
	
   

  	
   

  	
   

  	
  New York, NY 10010

  
	
   

  	
   

  	
   

  	
  Attn.: Adam Herring

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (866) 469-3871

  
	
   

  	
   

  	
  Telephone:

  	
  (919) 994-4910

  
	
   

  	
   

  	
  Email:

  	
  adam.herring@credit-suisse.com

  
						



 

















 


	
   

  	
  DEUTSCHE BANK AG NEW
  YORK BRANCH, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John McGill

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  John
  McGill

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Campites

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Michael
  Campites

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  5022
  Gate Parkway

  
	
   

  	
   

  	
   

  	
  Jacksonville,
  FL 32256

  
	
   

  	
   

  	
   

  	
  Attn.:
  Casey Farmer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (800) 240-3622

  
	
   

  	
   

  	
  Telephone:

  	
  (904) 527-6537

  
	
   

  	
   

  	
  Email:

  	
  Casey.Farmer@db.com

  
						



 

















 


	
   

  	
  FIFTH THIRD BANK, an
  Ohio banking Corporation as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kim Puszczewicz

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Kim
  Puszczewicz

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  38 Fountain Square
  Plaza

  
	
   

  	
   

  	
   

  	
  Cincinnati, OH 45263

  
	
   

  	
   

  	
   

  	
  Attn.: Yolanda Springer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (513) 358-3439

  
	
   

  	
   

  	
  Telephone:

  	
  (513) 358-2631

  
	
   

  	
   

  	
  Email:

  	
  Yolanda.Springer@53.com

  
							



 
















 


	
   

  	
  GOLDMAN SACHS BANK USA,
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark Walton

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Mark
  Walton

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  30 Hudson Street, 36th Flr.

  
	
   

  	
   

  	
   

  	
  Jersey City, NJ 07302

  
	
   

  	
   

  	
   

  	
  Attn.: Muhammad Khan

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (917) 977-3966

  
	
   

  	
   

  	
  Telephone:

  	
  (212) 357-4350

  
						



 

















 


	
   

  	
  MORGAN STANLEY BANK,
  N.A., as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ryan Vetsch

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Ryan
  Vetsch

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  One Utah Center

  
	
   

  	
   

  	
   

  	
  201 South Main Street,
  5th Flr.

  
	
   

  	
   

  	
   

  	
  Salt Lake City, Utah
  84111

  
	
   

  	
   

  	
   

  	
  Attn.: Carrie Johnson

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (718) 233-2140

  
	
   

  	
   

  	
  Telephone:

  	
  (443) 627-4355

  
	
   

  	
   

  	
  Email:  msloanservicing@morganstanley.com

  
						



 

















 


	
   

  	
  STATE STREET BANK AND
  TRUST COMPANY, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Deirdre M. Holland

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Deirdre
  M. Holland

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  100 Huntington Ave.

  
	
   

  	
   

  	
   

  	
  Tower 2, Floor 4

  
	
   

  	
   

  	
   

  	
  Boston, MA 02206

  
	
   

  	
   

  	
   

  	
  Attn.: Voy Pearson /

  
	
   

  	
   

  	
   

  	
  Eduardo Chaves

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (617) 937-8844 /

  
	
   

  	
   

  	
   

  	
  (617) 664-8833

  
	
   

  	
   

  	
  Telephone:

  	
  (617) 937-8810 /

  
	
   

  	
   

  	
   

  	
  (617) 937-8808

  
	
   

  	
   

  	
  Email:

  	
  vhpearson@statestreet.com
  /

  
	
   

  	
   

  	
   

  	
  ejchaves@statestreet.com

  
						



 

















 


	
   

  	
  THE BANK OF NEW YORK
  MELLON, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paulette Truman

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Paulette
  J. Truman

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  6023 Airport Rd.

  
	
   

  	
   

  	
   

  	
  Oriskany, NY 13424

  
	
   

  	
   

  	
   

  	
  Attn.: Tina Aney

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (315) 765-4783

  
	
   

  	
   

  	
  Telephone:

  	
  (315) 765-4103

  
	
   

  	
   

  	
  Email:

  	
  Cbla3@bnymellon.com

  
						



 

















 


	
   

  	
  THE BANK OF NOVA
  SCOTIA, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Mahmood

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  David
  Mahmood

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  1 Liberty Plaza, 26th Floor

  
	
   

  	
   

  	
   

  	
  New York, NY 10006

  
	
   

  	
   

  	
   

  	
  Attn.: Ben Thomas

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (212) 225-5254

  
	
   

  	
   

  	
  Telephone:

  	
  (212) 225-5178

  
	
   

  	
   

  	
  Email:  benjamin_thomas@scotiacapital.com

  
						



 

















 


	
   

  	
  THE NORTHERN TRUST
  COMPANY, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Chris McKean

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Chris
  McKean

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  50 S. LaSalle Street,
  MB-27

  
	
   

  	
   

  	
   

  	
  Chicago, IL 60603

  
	
   

  	
   

  	
   

  	
  Attn.: Ms. Sharon
  Jackson

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (312) 630-1566

  
	
   

  	
   

  	
  Telephone:

  	
  (312) 630-1609

  
	
   

  	
   

  	
  Email:

  	
  smj@ntrs.com

  
						



 

















 


	
   

  	
  UBS LOAN FINANCE LLC,
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Irja R. Otsa

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Irja
  R. Otsa

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Associate
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mary C. Evans

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Mary
  C. Evans

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Associate
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  677 Washington Blvd.

  
	
   

  	
   

  	
   

  	
  Stamford, CT 06901

  
	
   

  	
   

  	
   

  	
  Attn.: Rayad Yadali

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
  (203) 719-3888

  
	
   

  	
   

  	
  Telephone:

  	
  (203) 719-3937

  
	
   

  	
   

  	
  Email:

  	
  rayad.yadali@ubs.com

  
						



 

















 


PRICING SCHEDULE


 


	
   

  	
   

  	
  LEVEL I

  	
   

  	
  LEVEL II

  	
   

  	
  LEVEL III

  	
   

  	
  LEVEL IV

  	
   

  	
  LEVEL V

  
	
  Borrower Debt

  Rating*

  	
   

  	
  At least A- by

  S&P or A3 by

  Moody’s

  	
   

  	
  At least BBB+

  by S&P or

  Baa1 by

  Moody’s

  	
   

  	
  At least BBB by

  S&P or Baa2 by

  Moody’s

  	
   

  	
  At least BBB- by

  S&P or Baa3 by

  Moody’s

  	
   

  	
  None of Levels

  I, II, III or IV

  is applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Applicable Facility Fee Rate (bps)

  	
   

  	
  25.0

  	
   

  	
  35.0

  	
   

  	
  50.0

  	
   

  	
  62.5

  	
   

  	
  87.5

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Applicable Margin for Eurodollar Advances (bps)

  	
   

  	
  175.0

  	
   

  	
  215.0

  	
   

  	
  250.0

  	
   

  	
  287.5

  	
   

  	
  312.5

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Applicable Margin for Alternate Base Rate Advances (bps)

  	
   

  	
  75.0

  	
   

  	
  115.0

  	
   

  	
  150.0

  	
   

  	
  187.5

  	
   

  	
  212.5

  



 






*                 In the event of a split rating, the
applicable rating shall be deemed to be higher of the two ratings; provided, if
the difference between the two ratings is greater than one sub-grade, the
applicable rating shall be deemed to be one sub-grade below the higher of the
two ratings.


 


The
Applicable Margin and Applicable Facility Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower Debt Ratings from
time to time.  The Borrower Debt Rating
in effect on any date for the purposes of this Schedule is that in effect at
the close of business on such date.  If
at any time there is no Borrower Debt Rating from Moody’s or S&P,
Level V shall apply.


 

















 


SCHEDULE
1


COMMITMENTS


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
  Citibank,
  N.A.

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  JPMorgan
  Chase Bank, N.A.

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  Royal
  Bank of Canada

  	
   

  	
  $

  	
  31,500,000

  	
   

  
	
  The
  Royal Bank of Scotland plc

  	
   

  	
  $

  	
  31,500,000

  	
   

  
	
  Wells
  Fargo Bank, National Association

  	
   

  	
  $

  	
  31,500,000

  	
   

  
	
  Bank
  of America, N.A.

  	
   

  	
  $

  	
  20,500,000

  	
   

  
	
  Credit
  Suisse AG, Cayman Islands, Branch

  	
   

  	
  $

  	
  20,500,000

  	
   

  
	
  Deutsche Bank AG New York Branch

  	
   

  	
  $

  	
  20,500,000

  	
   

  
	
  Fifth
  Third Bank

  	
   

  	
  $

  	
  20,500,000

  	
   

  
	
  Goldman
  Sachs Bank USA

  	
   

  	
  $

  	
  20,500,000

  	
   

  
	
  Morgan
  Stanley Bank, N.A.

  	
   

  	
  $

  	
  20,500,000

  	
   

  
	
  State
  Street Bank and Trust Company

  	
   

  	
  $

  	
  20,500,000

  	
   

  
	
  The
  Bank of New York Mellon

  	
   

  	
  $

  	
  20,500,000

  	
   

  
	
  The
  Bank of Nova Scotia

  	
   

  	
  $

  	
  20,500,000

  	
   

  
	
  The
  Northern Trust Company

  	
   

  	
  $

  	
  20,500,000

  	
   

  
	
  USB
  Loan Finance LLC

  	
   

  	
  $

  	
  20,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  400,000,000

  	
   

  



 
















 


EXHIBIT A


 


NOTE


 


	
  [$                            ]

  	
  [Date]

  



 


Aon Corporation, a Delaware corporation (the “Borrower”),
promises to pay to the order of
                    
(the “Lender”) the lesser of the principal sum of
                    
Dollars or the aggregate unpaid principal amount of all Loans made by the
Lender to the Borrower pursuant to Article II of the Agreement (as
hereinafter defined), in immediately available funds at the main office of
Citibank, N.A. in New York, New York, as Agent, together with interest on the
unpaid principal amount hereof at the rates and on the dates set forth in the
Agreement.  The Borrower shall pay the
principal of and accrued and unpaid interest on the Loans in full on the Facility
Termination Date and shall make such mandatory payments as are required to be
made under the terms of Article II of the Agreement.


 


The Lender shall, and is hereby authorized to, record
on the schedule attached hereto, or to otherwise record in accordance with its
usual practice, the date and amount of each Loan and the date and amount of
each principal payment hereunder.


 


This Note is one of the Notes issued pursuant to, and
is entitled to the benefits of, the Three Year Credit Agreement dated as of December 4,
2009 (which, as it may be amended or modified and in effect from time to time,
is herein called the “Agreement”), among the Borrower, the lenders party
thereto, including the Lender, and Citibank, N.A., as Agent, to which Agreement
reference is hereby made for a statement of the terms and conditions governing
this Note, including the terms and conditions under which this Note may be
prepaid or its maturity date accelerated. 
Capitalized terms used herein and not otherwise defined herein are used
with the meanings attributed to them in the Agreement.


 


	
   

  	
   

  	
  AON CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Print Name:

  
	
   

  	
   

  	
  Title:

  



 


1

















 


SCHEDULE OF LOANS AND
PAYMENTS OF PRINCIPAL


TO


NOTE OF AON CORPORATION,


 


DATED             ,


 


	
  Date

  	
   

  	
  Amount of

  Advance

  	
   

  	
  Amount of

  Principal Paid

  or Prepaid

  	
   

  	
  Unpaid Principal

  Balance

  	
   

  	
  Notation

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2

















 


EXHIBIT B


 


COMPLIANCE CERTIFICATE


 


To:          The Lenders parties to the Credit
Agreement Described Below


 


This Compliance Certificate is furnished pursuant to
that certain Three Year Credit Agreement dated as of December 4, 2009 (as
amended, modified, renewed or extended from time to time, the “Agreement”)
among the Borrower, the lenders party thereto and Citibank, N.A., as Agent for
the Lenders.  Unless otherwise defined
herein, capitalized terms used in this Compliance Certificate have the meanings
ascribed thereto in the Agreement.


 


THE UNDERSIGNED HEREBY CERTIFIES THAT:


 


1.             I am the duly elected of the Borrower;


 


2.             I have reviewed the terms of the
Agreement and I have made, or have caused to be made under my supervision, a
detailed review of the transactions and conditions of the Borrower and its
Subsidiaries during the accounting period covered by the attached financial
statements;


 


3.             The examinations described in paragraph 2
did not disclose, and I have no knowledge of, the existence of any condition or
event which constitutes a Default or Unmatured Default during or at the end of
the accounting period covered by the attached financial statements or as of the
date of this Certificate, except as set forth below; and


 


4.             Schedule I attached hereto sets forth
financial data and computations evidencing the Borrower’s compliance with
certain covenants of the Agreement, all of which data and computations are
true, complete and correct.


 


Described below are the exceptions, if any, to
paragraph 3 by listing, in detail, the nature of the condition or event, the
period during which it has existed and the action which the Borrower has taken,
is taking, or proposes to take with respect to each such condition or event:


 


The foregoing certifications, together with the
computations set forth in Schedule I hereto and the financial statements
delivered with this Certificate in support hereof, are made and delivered this
day of , 20    .


 


SCHEDULE I TO COMPLIANCE CERTIFICATE Schedule of
Compliance as of
                            ,
20     with Provisions of Section 6.17 of the
Agreement


 


1.             Section 6.17.1 - Consolidated EBITDA
to Consolidated Interest Expense


 


A.            Consolidated EBITDA (for four fiscal
quarters ended
                    ,
20    )


 


(i) Consolidated Net Income   $


 


(ii) Consolidated Interest Expense   $


 


3

















 


(iii) taxes     $


 


(iv) depreciation   $


 


(v) amortization    $


 


(vi) extraordinary losses     $


 


(vii) extraordinary gains      $


 


(viii) Sum of (i) through (vi) minus
(vii)       $


 


B.            Consolidated Interest Expense (for four
fiscal quarters ended
                    ,
20    ) $


 


C.            Ratio of A to B to 1.0


 


D.            Permitted Ratio Greater than 4.0 to 1.0
Complies Does Not Comply


 


2.             Section 6.17.2 - Consolidated
Leverage Ratio


 


A.            Consolidated Funded Debt (as of
                    ,
20    ) $


 


B.            Consolidated EBITDA (for four fiscal
quarters ended
                    ,
20    )


 


(i) Consolidated Net Income      $


 


(ii) Consolidated Interest Expense    $


 


(iii) taxes     $


 


(iv) depreciation   $


 


(v) amortization    $


 


(vi) extraordinary losses     $


 


(vii) extraordinary gains      $


 


(viii) Sum of (i) through (vi) minus
(vii)       $


 


C.            Ratio of A to B to 1.0


 


D.            Permitted Ratio Greater than 3.0 to 1.0
Complies Does Not Comply


 


4

















 


EXHIBIT C


 


ASSIGNMENT AGREEMENT


 


This Assignment Agreement (this “Assignment Agreement”)
between (the “Assignor”) and (the “Assignee”) is dated as of
                    ,
20    .  The parties
hereto agree as follows:


 


1.             PRELIMINARY STATEMENT.  The Assignor is a party to a Credit Agreement
(which, as it may be amended, modified, renewed or extended from time to time
is herein called the “Credit Agreement”) described in Item 1 of Schedule 1
attached hereto (“Schedule 1”). 
Capitalized terms used herein and not otherwise defined herein shall
have the meanings attributed to them in the Credit Agreement.


 


2.             ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor’s rights and obligations under the Credit
Agreement and the other Loan Documents, such that after giving effect to such
assignment the Assignee shall have purchased pursuant to this Assignment
Agreement the percentage interest specified in Item 3 of Schedule 1 of all
outstanding rights and obligations under the Credit Agreement and the other
Loan Documents relating to the facilities listed in Item 3 of Schedule 1.  The aggregate Commitment (or Loans, if the
applicable Commitment has been terminated) purchased by the Assignee hereunder
is set forth in Item 4 of Schedule 1.


 


3.             EFFECTIVE DATE.  The effective date of this Assignment
Agreement (the “Effective Date”) shall be the later of the date specified in
Item 5 of Schedule 1 or two Business Days (or such shorter period agreed to by
the Agent) after this Assignment Agreement, together with any consents required
under the Credit Agreement, are delivered to the Agent.  In no event will the Effective Date occur if
the payments required to be made by the Assignee to the Assignor on the Effective
Date are not made on the proposed Effective Date.


 


4.             PAYMENT OBLIGATIONS.  In consideration for the sale and assignment
of Loans hereunder, the Assignee shall pay the Assignor, on the Effective Date,
the amount agreed to by the Assignor and the Assignee.  On and after the Effective Date, the Assignee
shall be entitled to receive from the Agent all payments of principal, interest
and fees with respect to the interest assigned hereby.  The Assignee will promptly remit to the
Assignor any interest on Loans and fees received from the Agent which relate to
the portion of the Commitment or Loans assigned to the Assignee hereunder for
periods prior to the Effective Date and not previously paid by the Assignee to
the Assignor.  In the event that either
party hereto receives any payment to which the other party hereto is entitled
under this Assignment Agreement, then the party receiving such amount shall
promptly remit it to the other party hereto.


 


5.             REPRESENTATIONS OF THE ASSIGNOR;
LIMITATIONS ON THE ASSIGNOR’S LIABILITY. 
The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder, (ii) such
interest is free and clear of any adverse claim created by the Assignor and (iii) the
execution and delivery of this Assignment Agreement by the Assignor is duly
authorized.  It is understood and agreed
that the assignment and assumption hereunder are made without recourse to the
Assignor and that the


 


5

















 


Assignor makes no other
representation or warranty of any kind to the Assignee.  Neither the Assignor nor any of its officers,
directors, employees, agents or attorneys shall be responsible for


 


(i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Loan
Document, including without limitation, documents granting the Assignor and the
other Lenders a security interest in assets of the Borrower or any guarantor, (ii) any
representation, warranty or statement made in or in connection with any of the Loan
Documents,


 


(iii) the financial condition or creditworthiness
of the Borrower or any guarantor, (iv) the performance of or compliance
with any of the terms or provisions of any of the Loan Documents, (v) inspecting
any of the property, books or records of the Borrower, (vi) the validity,
enforceability, perfection, priority, condition, value or sufficiency of any
collateral securing or purporting to secure the Loans or (vii) any
mistake, error of judgment, or action taken or omitted to be taken in connection
with the Loans or the Loan Documents.


 


6.             REPRESENTATIONS AND UNDERTAKINGS OF THE
ASSIGNEE.  The Assignee (i) confirms
that it has received a copy of the Credit Agreement, together with copies of
the financial statements requested by the Assignee and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement, (ii) agrees that it
will, independently and without reliance upon the Agent, the Assignor or any
other Lender and based on such documents and information at it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (iii) appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such
powers under the Loan Documents as are delegated to the Agent by the terms
thereof, together with such powers as are reasonably incidental thereto, (iv) confirms
that the execution and delivery of this Assignment Agreement by the Assignee is
duly authorized, (v) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender, (vi) agrees that its payment
instructions and notice instructions are as set forth in the attachment to
Schedule 1, (vii) confirms that none of the funds, monies, assets or other
consideration being used to make the purchase and assumption hereunder are “plan
assets” as defined under ERISA and that its rights, benefits and interests in
and under the Loan Documents will not be “plan assets” under ERISA, (viii) agrees
to indemnify and hold the Assignor harmless against all losses, costs and
expenses (including, without limitation, reasonable attorneys’ fees) and
liabilities incurred by the Assignor in connection with or arising in any
manner from the Assignee’s non-performance of the obligations assumed under
this Assignment Agreement, and (ix) if applicable, attaches the forms
prescribed by the Internal Revenue Service of the United States certifying that
the Assignee is entitled to receive payments under the Loan Documents without
deduction or withholding of any United States federal income taxes.


 


7.             GOVERNING LAW.  This Assignment Agreement shall be governed
by the internal law, and not the law of conflicts, of the State of New York.


 


8.             NOTICES. 
Notices shall be given under this Assignment Agreement in the manner set
forth in the Credit Agreement.  For the
purpose hereof, the addresses of the parties


 


6

















 


hereto (until notice of a
change is delivered) shall be the address set forth in the attachment to
Schedule


 


9.             COUNTERPARTS; DELIVERY BY FACSIMILE.  This Assignment Agreement may be executed in counterparts.  Transmission by facsimile of an executed
counterpart of this Assignment Agreement shall be deemed to constitute due and
sufficient delivery of such counterpart and such facsimile shall be deemed to
be an original counterpart of this Assignment Agreement.


 


IN WITNESS WHEREOF, the duly authorized officers of
the parties hereto have executed this Assignment Agreement by executing
Schedule 1 hereto as of the date first above written.


 


7

















 


SCHEDULE 1 to Assignment Agreement


 


1.             Description and Date of Credit
Agreement:  Three Year Credit Agreement
dated as of December 4, 2009 among Aon Corporation, Citibank, N.A., as
agent, and the lenders party thereto.


 


2.             Interests Assigned:


 


	
  Percentage
  interest assigned:

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Assignee’s
  Commitment:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate
  outstanding principal amount of Advances assigned:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Principal
  amount of Note payable to Assignee:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Principal
  amount of Note payable to Assignor:

  	
   

  	
  $

  	
   

  



 


Effective Date*:                         ,
20   


 


	
   

  	
   

  	
  [NAME
  OF ASSIGNOR], as Assignor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:
                                ,
  20  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NAME
  OF ASSIGNEE], as Assignee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:
                                ,
  20  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Domestic
  Lending Office:

  
	
   

  	
   

  	
  [Address]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Eurocurrency
  Lending Office:

  
	
   

  	
   

  	
  [Address]

  



 






*              This date should be no
earlier than five Business Days after the delivery of this Assignment and
Acceptance to the Agent.


 


8

















 


	
  Accepted
  and Approved this

  	
   

  	
   

  
	
                  day
  of
                                ,
  20  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CITIBANK,
  N.A., as Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Approved
  this
                      
  day

  	
   

  	
   

  
	
  of
                                ,
  20

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AON
  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By                                               ]*

  	
   

  	
   

  
				



 






*              Required if no Default has
occurred and is continuing.


 


9